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

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

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

Securities ~~Registered~~registered pursuant to ~~section~~Section 12(g) of the Act: Common Stock, ~~$.001~~$0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.o~~Yes~~ x ☐Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(b) of the Act.o~~Yes~~ x ☐Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x☒Yeso ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x☒ Yeso ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one)~~

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 ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o~~Yes~~ x☐Yes ☒ No

Aggregate market value of the voting and non-voting common equity stock held by non-affiliates (based upon the closing sale price of ~~$0.12~~$0.05 per share on the ~~Over the Counter Bulletin Board)~~OTCBB) of the registrant as of June ~~28, 2019: $14,727,180~~30, 2022: $11,968,491

Number of outstanding shares of the registrant’s par value $0.001 common stock as of March ~~23, 2020: 135,990,491.~~24, 2023: 299,212,282.

Certain portions of the registrant’s definitive proxy statement, in connection with its 2023 annual meeting of stockholders, to be filed within 120 days of December 31, 2022, are incorporated by reference ~~from the Proxy Statement for the~~into Part III of this Annual ~~Meeting of Shareholders to be held~~Report on ~~May 28, 2020.~~Form 10-K.

Some of the statements contained in this Annual Report on Form 10-K discuss future expectations, contain projections of results of operations or financial condition or state other “forward-looking” information. Those statements include statements regarding the intent, belief or current expectations of Telkonet, Inc. (“we,” “us,” “our” or the “Company”) and our management team. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” and variations of these words, as well as similar expressions, are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth, trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in the forward-looking statements. These risks and uncertainties include but are not limited to those risks and uncertainties set forth in Item 1A of this report. In light of the significant risks and uncertainties inherent in the forward-looking statements included in this report, the inclusion of such statements should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Telkonet, Inc. ~~(the “Company”,~~(“we,” “us,” “our,” the “Company,” or “Telkonet”), formed in 1999 and incorporated under the laws of the state of Utah, is the creator of the EcoSmart ~~Platform~~and the Rhapsody Platforms of intelligent automation solutions designed to optimize energy efficiency, comfort and analytics in support of the emerging Internet of Things (“IoT”). The ~~platform is~~platforms are deployed primarily in the hospitality, educational, governmental and other commercial markets, and is specified by engineers, HVAC professionals, building owners, and building operators. We currently operate in a single reportable business segment.

In 2007, the Company acquired substantially all of the assets of Smart Systems International (“SSI”), which was a provider of energy management products and solutions to customers in the United States and Canada and the precursor to the Company’s EcoSmart ~~platform. The EcoSmart platform provides~~Platform. In 2020, the Company launched the Rhapsody Platform, which simplifies the installation and setup of the Company’s newest products and integrations. Both platforms provide comprehensive savings, management reporting, analytics and virtual engineering of a customer’s portfolio and/or property’s room-by-room energy consumption. Telkonet has deployed more than a half million intelligent devices worldwide in properties within the hospitality, educational, governmental and other commercial markets. The ~~EcoSmart platform is~~platforms are recognized as ~~a solution~~solutions for reducing energy consumption, operational costs and carbon footprints, and eliminating the need for new energy generation in these marketplaces – all whilst improving occupant comfort and convenience.

~~The Company previously provided high-speed internet access services through its wholly-owned subsidiary, Ethostream, LLC (“Ethostream”). In 2016,~~On August 6, 2021, the Company ~~decided~~entered into a stock purchase agreement (the “Purchase Agreement”) with VDA Group S.p.A., an Italian joint stock company (“VDA”), pursuant to ~~focus on its higher growth potential EcoSmart Platform line~~which VDA would, at the Closing (as defined in the Purchase Agreement), contribute $5 million to Telkonet (the “Financing”) and, ~~made the decision~~in exchange, Telkonet would issue to ~~sell Ethostream. On March 28, 2017, the Company sold substantially all~~VDA (the “Issuance”): (i) 162,900,947 shares of the ~~assets~~Company’s common stock; and (ii) a warrant to purchase 105,380,666 additional shares of ~~Ethostream~~the Company’s common stock (the “Warrant”) (the Issuance and the Financing referred to ~~DCI-Design Communications LLC.~~collectively herein as the “VDA Transaction”). The Closing occurred on January 7, 2022.

~~See Part I, Item 1A. “Risk Factors”, Part II, Item 7. “Management’s Discussion~~Following the issuance of 162,900,947 shares of the Company’s common stock to VDA upon the Closing, VDA owns 53% of the issued and ~~Analysis~~outstanding common stock on a fully diluted as exercised/converted basis, resulting in a change of ~~Financial Condition~~control of the Company. VDA could eventually own as much as 65% of the issued and ~~Results~~outstanding common stock on a fully diluted as exercised/converted basis if it fully exercises the Warrant.

The Company has elected not to apply pushdown accounting adjustments to the Company’s financial statements related to the change in control as allowed by Accounting Standards Update No. 2017-17.

Form 8-K was filed on March 29, 2023, announcing the Company’s intention to voluntarily deregister its common stock from the requirements of ~~Operations”~~Sections 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend its reporting obligations under Section 15(d) of the ~~Notes~~Exchange Act. Telkonet intends to file a Form 15 to effect the ~~Consolidated Financial Statements included in Part II, Item 8~~deregistration and suspension with the U.S. Securities and Exchange Commission (the “SEC”) shortly after Telkonet’s filing of ~~this Annual Report on~~its Form 10-K for ~~a discussion~~the fiscal year ending December 31, 2022, to be filed on or before March 31, 2023 (the “2022 10-K”). The filing of the ~~impact that the COVID-19 pandemic may have on the Company’s financial and operational results.~~2022 10-K will be Telkonet’s final periodic SEC filing. For more details, please see Note P SUBSEQUENT EVENTS.

We believe that the COVID-19 pandemic has had, and any lingering effects of the pandemic may continue to have, an adverse effect on many of our customers and suppliers, which has had an adverse effect on our results of operations and may affect our future results of operations.

We cannot predict the extent to which any lingering effects of the COVID-19 pandemic may affect our future business or operating results, which is highly dependent on inherently uncertain future developments, including the severity of outbreaks of COVID-19, the effects of new variants, the actions taken by governments and private businesses in relation to COVID-19 containment, the availability, deployment and efficacy of vaccines, and the transition from COVID-19 being a pandemic to an endemic illness.

In geographies where we, our customers and our suppliers operate, health concerns and political or governmental developments in response to COVID-19 have resulted in, and could in the future result in, economic, social or labor instability or prolonged contractions in the industries in which our customers operate, slowdowns in our sales process, customers not purchasing at all or at reduced volumes, customers failing to make payments, slowdowns in our product development efforts, or other effects that may have a material adverse effect on our business or our results of operations and financial condition.

Recently, the effects of the pandemic have been most severe in China, where we employ several members of our product development team. Because our platform is offered as a subscription-based service, the effect of the pandemic may not be fully reflected in our operating results until future periods, if at all.

The hospitality industry, our largest market that generally accounts for a majority of our revenue, has suffered as much as any since the onset of the pandemic. While the industry is trending toward recovery, the situation remains fragile. The effects of supply-chain issues, inflation, rising interest rates labor shortages, and subsequent rising wages, all present some level of pandemic uncertainty for the foreseeable future. STR and Tourism Economics reports that the U.S. hotel industry achieved revenue per available room (RevPAR) in 2022 that was above 2019 levels on a nominal basis, but would not be fully recovered (when adjusted for inflation) until 2025¹.

The Company is focused on preserving liquidity, managing expenses, and targeted sales and new product growth. The Company has taken, and is continuing to take, a number of actions to preserve cash. These actions include decreasing the use of engineering consultants, exploring cheaper alternatives for our facility leases, cancelling all non-essential travel and limiting the Company’s attendance at trade shows (implemented prior to applicable government stay-at-home orders being put in place). In early April of 2020, management made the decision to furlough certain employees, instituted pay cuts for certain other employees and suspended the Company’s 401(k) match through the end of 2020. With the receipt of a loan under the Paycheck Protection Program (“PPP”) (discussed below), the Company was able to bring back the furloughed employees, restore payroll to prior levels and delay suspension of the 401(k) match. However, the pandemic continued to impact the Company’s operations and financial results, and consequently, in late June of 2020 management once again made the decision to furlough certain employees, instituted pay cuts for certain other employees and suspended the Company’s 401(k) match. The furloughs and pay cuts continued through September 2020, at which time management determined it was necessary to discontinue the furloughs and pay cuts in order to retain necessary personnel for the Company’s ongoing operations. The Company’s 401(k) match was reinstated in January 2023.

In addition to the actions noted above, on April 21, 2020, the Company entered into an unsecured promissory note, dated April 17, 2020, with Heritage Bank for a $913,063 loan under the PPP (“the First PPP Loan”). In January 2021, the Company applied for forgiveness of the amount due on the First PPP Loan. On February 16, 2021, the outstanding principal and interest accrued of $7,610 on the First PPP Loan was fully forgiven.

¹“STR, TE make modest upgrade to first U.S. hotel forecast of 2023”, STR and Tourism Economics 23 January 2023

On April 27, 2021, the Company entered into a second unsecured promissory note, dated as of April 26, 2021, for a second PPP loan (“the Second PPP Loan” and, together with the PPP Loan, the “PPP Loans”), with Heritage Bank under a second draw of the PPP administered by the SBA and authorized by the Keeping American Workers Employed and Paid Act. In September 2021, the Company applied for forgiveness of the amount due on the Second PPP Loan. On September 15, 2021, Heritage Bank confirmed that the Second PPP Loan granted to the Company, in the original principal amount of $913,063 plus accrued interest of $3,044 thereon, was forgiven in full.

See Note G – Debt in the Notes to the Consolidated Financial Statements under Item 15 of Part IV of this Annual Report on Form 10-K for a summary of the terms of the PPP Loans.

The more recent actions described above are in addition to the cost elimination and liquidity management actions that the Company began implementing in the second half of 2019, including reviewing opportunities to decrease spend with third party consultants and providers, strategically reviewing whether or not to fill employee positions in the event of vacancies, and implementing sales campaigns to sell slow-moving inventory and reduce existing inventory volumes. There is no guarantee, however, that these actions, nor any other actions identified, will yield profitable operations in the foreseeable future.

The Company remains focused on selling its EcoSmart Platform (discussed below) into its target markets, while also developing a new platform – Rhapsody. The Rhapsody Platform was launched in 2020. The Rhapsody Platform simplifies the installation and setup of Telkonet’s newest products and integrations. The key goals of the Rhapsody Platform are to open up Telkonet’s core products to distribution and additional resellers through expanded capabilities while also reducing the reliance on internal Telkonet resources for support.

The Rhapsody Platform focuses on utilizing WIFI and Bluetooth Low Energy (“BLE”) for mobile app based setup and configuration. By utilizing an installer’s smart phone, the barrier for technical training is reduced as well as the potential commissioning and support needs of Telkonet for its value-added resellers. With continued enhancements to the Rhapsody Platform, Telkonet hopes to further grow both domestic and international value added resellers.

Telkonet is the creator of the EcoSmart and Rhapsody Platforms of intelligent automation solutions designed to optimize energy efficiency, comfort and analytics in support of the emerging IoT. The platforms are deployed primarily in the hospitality, educational, governmental and other commercial markets, and is specified by engineers, HVAC professionals, building owners, and building operators.

·3

~~EcoSmart Mobile:~~~~iOS and Android applications provided by Telkonet to its partners, customers and end users and guests enabling provisioning, management, access and control over EcoSmart deployments and functionality.~~

The EcoSmart Platform provides comprehensive energy and operational savings, management monitoring, reporting, analytics of a property or individual room by adding intelligence to HVAC runtimes and through integrations with door locks, lighting, window coverings, and more end-user attributes. The EcoSmart Platform is ~~rapidly becoming~~ a ~~leading~~ solution for reducing energy consumption, operational costs and carbon footprints, and eliminating the need for new energy generation in these markets – all while engaging and delighting guests.

Controlling energy consumption can make a significant impact on a building’s bottom line, as HVAC costs represent a substantial portion of a facility’s overall utility bill. Hospitality is a key market for Telkonet. ~~According to the EPA EnergySTAR Portfolio Manager 2015 analysis, the median hotel uses approximately 187 kBtu/ft2 from all energy sources.~~^[1] ~~On average, America’s approximately 47,000~~U.S. hotels spend an average of $2,196 per ~~available~~ room ~~each year~~ on energy ~~representing 3% - 6%~~costs each year. HVAC and lighting account for approximately 45% of ~~all operating costs and 60% of carbon emissions~~hotel energy usage^[2]2. Telkonet approaches the opportunity to reduce consumed energy by adding intelligence to a property’s HVAC and lighting systems.

Energy is often wasted through the lighting, powering, heating and cooling of unoccupied spaces. These spaces with intermittent occupancy constitute Telkonet’s target markets, and our experience, supported by independent research and customer data, suggests these rooms are unoccupied as much as 70% of the time.

²Lodging Staff, ‘Here’s Where Hotels Spend the Most on Energy’, Lodging Magazine.com, 2018,

^[1] ~~Facility Type: Hotels - https://www.energystar.gov/sites/default/files/tools/DataTrends_Hotel_20150129.pdf~~

^[2] ~~Hotels-Energy Star - http://www.energystar.gov/sites/default/files/buildings/tools/SPP Sales Flyer for Hospitality and Hotels.pdf~~

Several of these devices have been recently released in “Plus” models which provide greater functionality and increased capabilities.

Telkonet’s EcoSmart Platform is a comprehensive solution for intelligent automation and energy management. The platform has a well-developed upgrade path with the final and complete version of the platform offering real-time control and analytics provided through a cloud computing platform called EcoCentral. EcoCentral derives its name through its ability to direct user resources to where they add the most value. From monitoring equipment operation and determining where engineering efforts are needed and notifying staff when performance is degrading, EcoCentral creates a comprehensive tool for providing insights and access for EcoSmart Platform deployments either individually or across an entire building portfolio.

EcoCare is Telkonet’s professional support services including call, email and chat support, repair and replacement services, periodic reporting, communication with customers’ utility and Internet Service Provider (“ISP”) partners and more. Telkonet provides three packages of EcoCare services as well as allows customers to create their own package of services ala carte. EcoCare allows EcoSmart customers to ensure that they continue to recognize the savings estimated and benefit from the intended return on investment (ROI). Typical EcoCare contracts range from one to five years and have automatic renewal terms built into each individual contract. All support staff are located at Telkonet’s Waukesha, Wisconsin headquarters.

~~Telkonet’s EcoMobile tools provide iOS and Android applications for use by partners, customers, end users or guests. These mobile tools extend~~Telkonet launched a new platform in 2020 named Rhapsody. Although the ~~value of~~Rhapsody Platform shares many similarities with the EcoSmart Platform, it extends beyond some EcoSmart capabilities with native support for our new devices that use WIFI and ~~give greater functionality~~BLE for configuration and setup. It also provides a more ~~efficient commissioning and deployment abilities~~modern architecture to allow for enhanced scalability of real time IoT data. For example, data reporting is instantaneous with the ~~user. We have identified where, by providing more accessibility, we can create additional charged-for services~~Rhapsody Platform because it is based on data change instead of 15-minute interval reporting like the EcoSmart Platform. The main components that ~~increase customer savings, improve guest experience and integrate more fully with customer environments to create a tight relationship with our customers.~~make up the Rhapsody Platform are:

Telkonet’s ~~EcoSmart~~ energy management ~~platform applies~~platforms apply and ~~improves~~improve building intelligence to deliver energy and cost savings through controlling lighting, plugload and HVAC runtimes. Captured data may be presented on a grouped, property or room-by-room basis, allowing very granular management of in-room energy use and environmental conditions. ~~EcoSmart~~Telkonet achieves this by leveraging our device ~~platform,~~platforms, including occupancy sensors and intelligent programmable thermostats connected with packaged terminal air conditioner (“PTAC”) controllers or any other terminal equipment HVAC products and managed wireless light switches and in wall electrical plugs to adjust and maintain energy consumption including a room’s temperature according to occupancy, eliminating wasteful heating and cooling of unoccupied rooms. All of these can be accomplished from the in-room devices or via any web-connected device, such as smart phones, tablets and laptop computers.

EcoSmart ~~is an~~and Rhapsody are energy management ~~platform~~platforms that ~~delivers~~deliver optimal, individual room energy savings without compromising occupant comfort, due to a proprietary technology named “Recovery ~~Time”.~~Time.”

~~EcoSmart’s~~Telkonet’s HVAC controls feature Recovery Time, technology designed to maximize energy efficiency without sacrificing occupant comfort. When a room is occupied, the temperature selected by the occupant will be maintained by the ~~EcoSmart~~Telkonet system. Once ~~an EcoSmart~~a Telkonet occupancy sensor determines that the room is unoccupied, the system adjusts the room temperature using Recovery Time. Unlike other systems, Recovery Time technology constantly performs calculations that evaluate how far each individual room’s temperature can drift from the occupant’s preferred setting (“set-point”), to harvest energy savings while still being able to return to the occupant’s set-point within a customer’s pre-defined period of time.

When determining the temperature setting, Recovery Time technology considers how long it will take to return the temperature to the occupant’s set-point once they return to their room. The temperature will only drift far enough to ensure the system will return to the occupant’s preferred temperature setting within minutes upon their return to the room. The specific length of recovery time is selected by property management at the time of the installation; however, it can be altered at any time by management.

In competing systems the occupant chooses their preferred temperature. When the occupant leaves, the thermostat reverts to a set-point of a fixed number of degrees different than the preferred set temperature (lower in winter and higher in summer). In some products temperature gap is a fixed temperature selected by the property owner. Because each occupant room will require different lengths of time to return to the occupant’s desired temperature, based on room size and orientation, whether blinds are open, outdoor temperature, sun, and wind, the length of time required for the HVAC to return to temperature can vary dramatically and can often be prohibitive. Additionally, a dirty HVAC filter or coil will reduce heat transfer, increasing that recovery time.

Because each room’s environment is unique, Telkonet’s approach is likewise unique. Rooms are evaluated independently in real-time to determine its energy efficient temperature, or setback. Recovery Time technology constantly calculates in real-time how far the room temperature can drift, by taking into consideration the environmental characteristics that impact the temperature in the room, including:

Through the constant monitoring of the HVAC unit’s ability to drive the temperature and the real-time adjustment of the setback temperature, rooms are never excessively hot or cold when an occupant returns to the room. The room will always be just minutes away from an occupant’s desired comfort setting. As a result, Recovery Time technology delivers room-by-room, occupant-by-occupant savings. The technology also significantly improves the guest experience, driving loyalty to the property and brand, and decreases service calls.

The EcoSmart ~~Platform maximizes~~and Rhapsody Platforms maximize energy reductions while at the same time ensuring occupant comfort, maximizing energy savings and extending equipment life expectancy. The technology is particularly attractive to customers in the hospitality industry, as well as the education, healthcare, public housing and government/military markets, who are constantly seeking ways to reduce costs and meet federal and state mandates without impacting building occupant comfort.

Using standard communication protocols, ensuring widespread adoption and a simple interface, ~~EcoSmart~~Telkonet’s technology may also be integrated with utility controls, property management systems and building automation systems to be used in load shedding initiatives. This feature provides management companies and utilities enhanced opportunities for cost savings, environmental protections and energy management. Additionally, Telkonet’s energy management systems qualify for most state and federal energy efficiency and rebate programs.

We believe our intelligent automation ~~platform,~~platforms, with our proprietary Recovery Time technology, ~~delivers~~deliver extensive differentiation against competing products, including:

Our open, scalable and standards-based architecture approach allows for truly custom deployments. The ~~EcoSmart Platform integrates~~platforms integrate seamlessly with back-office management systems, property management systems, building automation systems, and utility demand/response programs, as well as additional third-party network architecture to recognize increased efficiency and savings.

Based on these platform features and capabilities, we’ve been awarded, and continue to receive, contracts in the hospitality, educational, governmental and other commercial markets. In addition, our relationships with utility-sponsored direct-install and rebate-funded programs provide us with a significant advantage over our competitors in the commercial space.

Given the population growth in the United States and the increasing demand for energy, we forecast additional energy-related infrastructure will be needed. We believe the use of Smart Grid technologies and energy efficiency management platforms are affordable alternatives to building additional power generation through leveraging existing resources and providing enhanced energy savings costs.

Rooms with intermittent occupancy are most commonly found in the following market sectors:

~~According to the U.S. Department~~A significant amount of ~~Energy, 44% of all~~ the energy consumed by commercial buildings in the United States is ~~employed~~used to cool, heat, or light ~~within commercial~~the buildings.^[3]3 In an effort to remain competitive and manage expenses, governments, building owners, building tenants, and companies in general are looking for ways to become more efficient both fiscally and environmentally. The American Council for an Energy Efficient Economy reported that the cost of saving one unit of energy through energy efficiency is one-fifth (1/5) the cost required to generate that same unit of energy. As a result, we feel that the growth opportunities in the energy management market are in their infancy.

A 2017 report issued by Navigant Research, titled, “Energy Efficient Buildings Global Outlook”, stated that the global market for energy efficient building technologies is expected to reach nearly $360.6 billion in 2026.

^[4]3 The report asserts that the Internet-of-Things (“IoT”) is partly responsible for one of the most dramatic changes to the market landscape in its history, and that OEMs and providers are adjusting their strategies to address specific market needs. HVAC has been identified as one of nine key categories.https://www.eia.gov/energyexplained/use-of-energy/commercial-buildings.php

Telkonet’s key industries are all prime candidates for energy management, in part due to their utilizing energy “on-demand” or intermittently. Providing energy, and engaging the equipment to supply it, to those rooms and spaces only when occupied results in significant energy savings in addition to affording longer life and reduced maintenance to the HVAC systems.

^[3]~~U.S Energy Information Administration - www.eia.gov/energyexplained/images/charts/energy_use_commercial_bldgs.jpg~~

^[4] ~~Energy Efficient Buildings: Global Outlook - https://www.navigantresearch.com/research/energy-efficient-buildings-global-outlook~~

There is a constant balancing act for hotel operators between managing guest comfort and operating margins. ~~The EcoSmart platform’s~~Telkonet’s Recovery Time allows operators to manage operation costs yet still provide for a comfortable and engaging guest experience. ~~In fact, the EcoSmart platform~~Through Telkonet’s platforms, individual hospitality brands and properties can create a desired guest environment and still allow for energy savings via the Recovery Time algorithm. ~~Telkonet has proven that the EcoSmart platform can deliver a return on investment in less than three years for hospitality customers.~~

Telkonet approaches the education industry with strategic relationships with enterprise energy service companies (“~~ESCOs’~~ESCOs”) throughout the USA. Telkonet partners with ESCOs to include our ~~EcoSmart~~ energy management ~~platform~~platforms for deployment within residence halls on university campuses. The ESCOs bundle our technology with other facility improvement measures designed to reduce operating costs across the entire campus, bundling solutions with acceptable ROI and which meet state mandated guidelines. ESCOs also structure self-funding financial transactions called “Performance Contracts” in which the savings are greater than the repayment costs, typically guaranteeing the financial and operational performance in this type of engagement. This type of approach can remove any capital expense barriers and improve adoption.

During our history, deployments have occurred at the University of California-Davis, University of Miami, Kansas State University, North Carolina State University, University of Notre Dame, US Military Academy at West Point, New York University, and Texas A&M University-Commerce.

The opportunities in this market are not limited to higher education institutions. According to an NRG Business Energy Advisor report, schools in the United States spend $8 billion on energy costs annually, with 73% of natural gas use going towards heating and 35% of electricity consumption going towards cooling. While heating and cooling account for only 2 – 4% of district costs, it is an opportunity for significant impact and gain.

We believe that our ~~EcoSmart Platform is an~~platforms are important ~~tool~~tools for participants in the education industry seeking to control student-related energy costs. We have focused our sales efforts on members of the education industry who are seeking to expand their energy efficiency initiatives as well as the ESCOs who target the educational marketplace and have thus far had success with at least one school district installing EcoSmart in each classroom throughout the district.

The Department of Defense (“DOD”) is the single largest energy consumer in the United States federal government – accounting for ~~about 90 percent~~more than 76% of the entire federal government’s energy ~~use and using over 30,000 giga-watt hours of electricity per year.~~^[5]expenditures during FY2017.4 Thus, we view this market as strategically significant to Telkonet’s interests.

Our energy management ~~platform is~~platforms are already successfully incorporated into the energy initiatives in several military housing sites, military academies and barracks. Telkonet benefited from and continues to make use of government funding and other government contracts to provide ~~EcoSmart~~our platforms for use on military bases and other facilities, helping both the DOD and the government as a whole achieve their long-term energy efficiency goals.

^[5]~~http://www.brookings.edu/~/media/research/files/papers/2007/8/defense%20lengyel/lengyel20070815.pdf~~

Healthcare organizations currently spend over $6.5 billion on energy each year, a cost which continues to rise in an effort to meet patient ~~needs.~~needs^[6]5. This is viewed as an emerging market for energy management systems. Although hospitals have many specific regulatory mandates, Telkonet has been working closely with operators and developers of healthcare support facilities, like medical office buildings, assisted living and other similar facilities, to integrate our ~~EcoSmart~~ energy management initiatives into efficiency opportunities supported by state and federal energy programs. For example, hospital energy managers can use energy efficiency strategies to offset high costs caused by growing plug loads and rising energy prices. A typical 200,000-square-foot, 50-bed hospital in the U.S. annually spends $680,000, or roughly $13,611 per bed on electricity and natural gas. By increasing energy efficiency, hospitals can improve the bottom line and free up funds to invest in new technologies and improve patient care.

These facilities offer a commercial environment similar to the hospitality or educational housing markets, and the increasing aging population and assisted living markets ~~presents~~present attractive potential for energy efficiency. This market is expected to grow rapidly over the next several years due to its energy savings capabilities and an aging population.

Public housing, which are properties owned and managed by the government, is an additional emerging market for energy management solutions. The tenants occupying these properties must meet specific eligibility requirements, and their utility bills are typically paid for by government programs. Many of the ESCO clients that Telkonet supports today have dedicated teams pursuing opportunities with the owners and operators of government-subsidized housing. ~~The EcoSmart platform is~~Telkonet’s platforms are an ideal solution for conserving energy, allowing remote monitoring, and improving tenant comfort.

We currently compete primarily within commercial and industrial markets, including the hospitality, education, healthcare, governmental and MDU sectors. Within each target market, we offer savings through our intelligent automation ~~platform.~~platforms. Our products offer significant competitive and complementary benefits when compared with alternative offerings including Building Automation Systems (“BAS”) or Building Management Systems (“BMS”), static temperature occupancy-based systems, scheduling/programmable thermostats and high-efficiency HVAC systems.

We participate in a relatively small competitive field within the hospitality industry, with the majority of the energy management sales handled by fewer than seven manufacturers. The key competitors in the market segment are Inncom by Honeywell and Schneider Electric, with each offering some level of comparable products to our standalone and/or networked products. Telkonet leverages the above-mentioned competitive advantages to successfully compete in these spaces and win business.

The educational space is new to adopt occupancy-based controls. ~~The EcoSmart Platform has~~Our platforms have been introduced for use within student dormitories, which traditionally had few, if any, controls. More recently we’ve also been requested to install our products into classrooms, which traditionally have been an environment for BAS/BMS. Since the dormitory environment is very similar to the hospitality market, we believe we offer similarly-scaled energy savings. Since the market is still in its infancy, very few comparable offerings have entered the market but competitors within the hospitality segment are beginning to respond. Again, our key differentiators allow us to compete and win business in this space.

The healthcare and governmental markets are very similar in scope, relative to energy management systems. A key differentiator in these environments is the specific implementation being considered. Each market utilizes BAS/BMS for wide scale energy management initiatives. When addressing housing environments, including elderly care and assisted living facilities and military dormitories or barracks, Telkonet’s ~~EcoSmart Platform is~~platforms are able to provide increased energy savings and efficiency. Competitors operating in the BAS/BMS space include Honeywell, Schneider Electric, Johnson Controls, Siemens, Trane and others, many of whom Telkonet partners with to provide a comprehensive and integrated energy management solution to effectively address energy efficiency opportunities in all types of facilities. The MDU market is split into two distinct categories, public and upscale residential housing. Public housing benefits similarly to hospitality and educational housing where intelligent, occupancy-based automation reduces operating costs. Upscale residential facilities benefit from exclusive automation solutions and centralized data reporting resulting in maintenance efficiencies.

^[6] ~~https://www.energystar.gov/ia/partners/publications/pubdocs/Healthcare.pdf~~

We are dependent ~~in certain situations,~~ on a limited number of vendors to provide certain inventory and components. We’ve not experienced significant problems or issues purchasing any essential materials, parts or components, but have experienced gross profit pressure as a result of price increases and the impact of tariffs (discussed below). We contract the majority of our inventory with ATR Manufacturing, based in China, which provides substantially all the manufacturing requirements for Telkonet’s energy management ~~platform.~~platforms. For the year ended December 31, 2022, 81% of our total purchases were from ATR Manufacturing.

We are neither limited to, nor reliant upon, a single or narrowly segmented customer base to derive our revenues. Our current ~~primary~~ focus ~~is in~~includes the hospitality, educational, governmental, healthcare, and MDU markets, ~~and~~as well as expanding into the consumer market specifically through our resale channel as part of our long term strategic growth.

For the year ended December 31, ~~2019, there were~~2022, two customers ~~that each~~ represented ~~13%~~approximately 20% and 17% of total net ~~revenues.~~revenues, respectively. For the year ended December 31, ~~2018, no single~~2021, one customer represented ~~10% or more~~approximately 18% of ~~our~~total net revenues.

Telkonet has acquired certain intellectual properties, including but not limited to ~~Patent No. D569, 279, titled “Thermostat.” Patent No. D569279 issued by the USPTO in May 2008 was~~patent US-10564660-B2 granted 2/18/20 on the ~~ornamental design~~water heater energy management controller and a provisional patent US-20200022243-A1 granted 20/1/16 on the lighting dimmer module and method of ~~a thermostat device and will expire in May of 2022. The expiration of this patent could allow third parties to launch competing products.~~calibration. While we ~~viewed this patent~~view these patents as valuable, we do not view any single patent as material to the Company as a whole.

There can be no assurance that any of our current or future patent applications will be granted, or, if granted, that such patents will provide necessary protection for our technology or our product offerings, or be of commercial benefit to us.

On November 30, 2020, Telkonet entered into a Wireless Network Patent License Agreement (the “License Agreement”) with Sipco, LLC (“Sipco”) and IPCO, LLC dba Intus^IQ (collectively, the “Licensors”) in order to settle a patent infringement lawsuit without the expense of costly litigation. Without admission as to infringement, validity, or enforceability of the Licensed Patents (as defined in the License Agreement) or liability with respect to any claims of the complaint filed in the patent infringement lawsuit, Telkonet has agreed to pay certain royalty fees to the Licensors in exchange for the right under the Essential Claims (as defined in the License Agreement) of the Licensed Patents (as defined in the License Agreement), including multiple essential wireless mesh (“EWM”) patents to manufacture, have manufactured, sell, offer to sell, import, export, and use the Licensed Products (as defined in the License Agreement). The EWM patent portfolio covers technologies used in multi-hop wireless networks utilizing wireless protocols such as, but not limited to, Zigbee. The portfolio also covers applications including, but not limited to, home and building automation and industrial controls.

As of December 31, 2022, the Company had a current liability of approximately $200,000, of which $60,000 is included in accounts payable and $140,000 in other accrued liabilities (See Note F – Current Accrued Liabilities for further breakdown of accrued liabilities), along with a non-current liability of $220,000 included in accrued royalties – long-term recorded on its Consolidated Balance Sheet. The corresponding expense was recorded in 2020 in the selling, general and administrative line of the Consolidated Statements of Operations. The payment of the royalty fees is expected to have a material and adverse impact on the Company’s results of operations and liquidity. See Note M – Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Item 15 of Part IV of this Annual Report on Form 10-K for a discussion of the patent infringement lawsuit and the License Agreement.

As discussed in ~~Part I,~~ Item IA – Risks Relating to Our Financial Results, given the fact that we purchase the majority of our inventory from a supplier based in China, we are subject to and have been adversely affected by the tariffs imposed by the United States Federal Government on imports of industrial sector products from China.

In addition, we are subject to regulation in the United States by the Federal Communications Commission (“FCC”). FCC rules permit the operation of unlicensed digital devices that radiate radio frequency emissions if the manufacturer complies with certain equipment authorization procedures, technical requirements, marketing restrictions and product labeling requirements.

Future products designed by us will require testing for compliance with FCC and European Commission (“EC”) standards. Moreover, if in the future, the FCC or EC changes its technical requirements, further testing and/or modifications may be necessary in order to achieve compliance.

During the years ended December 31, ~~2019~~2022 and ~~2018,~~2021, the Company spent ~~$1,737,385~~$1,070,473 and ~~$1,879,676,~~$1,129,957, respectively, on research and development activities. Telkonet continues to invest in research & development to maintain and grow our competitive differentiation and customer value.

Key initiatives for ~~2020~~2023 include: expanding our EcoTouch product line with WIFI and Bluetooth wireless capabilities; creation of a new Gateway model with cellular wireless capabilities; expanding Symphony Composer development for next generation web management Internet of Things dashboard; and expanding data analytics engine integration into Symphony platform for savings algorithm development.

10·

developing a new Rhapsody thermostat based on the popular EcoSmart EcoInsight thermostat to help contain costs caused by the global chip shortages, work with VDA on product design changes to allow for easier global manufacturing and reduction in tariff expenses, add more global product certifications for opening additional markets,

growing our Rhapsody platform with new software and providing interfaces to property management systems and door lock systems,

As of ~~March 23, 2020,~~December 31, 2022, we had 3829 full-time ~~employees.~~employees and 1 part-time employee.

We do not anticipate any material effect on our capital expenditures, earnings or competitive position due to compliance with government regulations involving environmental matters.

Our results of operations, financial condition and cash flows can be adversely affected by various risks. These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this ~~annual report~~Annual Report on Form 10-K. You should carefully consider all of these risks.

We ~~have a history of operating losses and an accumulated deficit and~~ expect to continue to incur operating losses and have negative operating cash flows for ~~one year beyond~~ the ~~date of these financial statements, and as a result, there is substantial doubt about our ability to continue as a going concern.~~foreseeable future.

Since inception through December 31, ~~2019,~~2022, we have incurred cumulative losses of ~~$125,105,539~~$129,953,413 and have never generated enough funds through operations to support our business. For the year ended December 31, ~~2019, we~~2022, the Company had ~~negative operating~~a cash ~~flows~~flow deficit from operations of ~~$1,875,846 from operations.~~$3,598,322. The ~~Company’s ability to continue as a going concern is dependent upon generating profitable operations~~Company has made significant investments in the ~~future~~engineering, development and ~~obtaining~~marketing of its intelligent automation platforms, including but not limited to, hardware and software enhancements, support services and applications. The funding for these development efforts has contributed to, and continues to contribute to, the ~~necessary financing to meet its obligations~~ongoing operating losses and repay its liabilities arising from normal business operations when they come due. There can be no assurance that the Company will be able to secure such financing at commercially reasonable terms, if at all. If cash resources become insufficient to meetuse of cash. Operating losses have been financed by debt and equity transactions, capacity under the Company’s ~~ongoing obligations,~~$1 million revolving credit facility with Heritage Bank of Commerce (“Heritage Bank”), the ~~Company will be required to scale back or discontinue portions~~sale of ~~its operations or discontinue operations entirely, whereby, the Company’s shareholders may lose some or all~~a wholly-owned subsidiary, and management of ~~their investment. Accordingly, and in light of the Company’s condition, there is substantial doubt about the Company’s ability to continue as a going concern.~~working capital levels.

We have a limited number of shares of common stock available for future issuance which could adversely affect our ability to raise capital or consummate ~~acquisitions.~~strategic transactions.

We are currently authorized to issue ~~190,000,000~~475,000,000 shares of common stock under our Amended Restated and Articles of Incorporation. As of March ~~23, 2020,~~24, 2023, we have issued ~~135,990,491~~299,212,282 shares of common stock and have approximately ~~8,147,955~~107,907,513 shares of common stock committed for issuance giving effect to the assumed exercise of all outstanding warrants and options and assumed conversion of preferred stock. Due to the limited number of authorized shares available for issuance, we may not able to raise additional equity capital or complete a merger or other business combination unless we increase the number of shares we are authorized to issue. We would need to seek stockholder approval to increase the number of our authorized shares of common stock. We can provide no assurance that we will succeed in amending our Amended and Restated Articles of Incorporation to increase the number of shares of common stock we are authorized to issue.

~~Our failure to comply with covenants under debt instruments could trigger prepayment obligations or other penalties.~~

Our failure to comply with the covenants under our debt instruments could result in an event of default, which, if not cured or waived, could result in us being required to repay these borrowings before their due date or could result in other penalties. There can be no assurance that the Company will be able to secure financing to refinance these borrowings at commercially reasonable terms, if at all. If we are unable to secure such financing and cash resources become insufficient to meet the Company’s ongoing obligations, the Company will be required to scale back or discontinue portions of its operations or discontinue operations entirely, whereby, the Company’s shareholders may lose some or all of their investment.

If we fail to remain current on our reporting requirements, we could be removed from the ~~OTC Bulletin Board,~~OTCQB, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the ~~OTC Bulletin Board, such as us, must be~~OTCQB that are also reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and must be current in their reports under Section 13 of the Exchange Act in order to maintain price quotation privileges on the ~~OTC Bulletin Board.~~OTCQB. If we fail to remain current on our reporting requirements, we could be removed from the ~~OTC Bulletin Board.~~OTCQB. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Risks ~~Relating~~Related to ~~the Ownership of~~ Our ~~Common Stock~~Business and Operations

IfThe Company’s operations, financial results, and liquidity have been materially and adversely impacted by the ~~Company is unable to continue as a going concern, the Company’s shareholders may lose some or all of their investment.~~COVID-19 pandemic.

~~As discussed above, we have a history~~We believe that the COVID-19 pandemic has had, and any lingering effects of ~~operating losses and an accumulated deficit and expect to~~the pandemic may continue to ~~incur~~have, an adverse effect on many of our customers and suppliers, which has had an adverse effect on our results of operations and may affect our future results of operations.

We cannot predict the extent to which any lingering effects of the COVID-19 pandemic may affect our future business or operating ~~losses~~results, which is highly dependent on inherently uncertain future developments, including the severity of outbreaks of COVID-19, the effects of new variants, the actions taken by governments and ~~negative operating cash flows for one year beyond~~private businesses in relation to COVID-19 containment, the ~~date~~availability, deployment and efficacy of ~~these financial statements,~~vaccines, and asthe transition from COVID-19 being a pandemic to an endemic illness.

In geographies where we, our customers and our suppliers operate, health concerns and political or governmental developments in response to COVID-19 have resulted in, and could in the future result ~~there is substantial doubt about~~in, economic, social or labor instability or prolonged contractions in the industries in which our ~~ability to continue as a going concern. If cash resources become insufficient to meet the Company’s ongoing obligations and we are unable to secure financing at commercially reasonable terms, if~~customers operate, slowdowns in our sales process, customers not purchasing at all ~~the Company will be required to scale back or discontinue portions of its operations or discontinue operations entirely, whereby, the Company’s shareholders may lose some or all of their investment.~~

~~Our common stock is thinly traded and there may not be an active trading market for our common stock.~~

Our common stock is currently quoted on the OTCQB, operated by the OTC Markets Group. However, there is no guarantee that our common stock will be actively traded on the OTCQB, or that the volume of trading will be sufficient to allow for timely trades. Investors may not be able to sell their shares quickly or at ~~the latest market price if trading~~reduced volumes, customers failing to make payments, slowdowns in our ~~stock is not active~~product development efforts, or ~~if trading volume is limited. In addition, if trading volume in our common stock is limited, trades of relatively small numbers of shares~~other effects that may have a ~~disproportionate~~material adverse effect on ~~the market price of our common stock.~~

~~The market price of our common stock has been and may continue to be volatile.~~

The trading price of our common stock has been and may continue to be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

~~In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to~~ our business ~~financial condition~~ or our results of ~~operations. If any of the foregoing occurs, it could cause our stock price to fall~~operations and ~~may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.~~

~~Anti-takeover provisions~~Recently, the effects of the pandemic have been most severe in ~~our charter documents and Utah law could discourage delay or prevent a change of control~~China, where we employ several members of our ~~Company and may affect the trading price of~~product development team. Because our ~~common stock.~~

~~We are~~platform is offered as a Utah corporation and the anti-takeover provisions of the Utah Control Shares Acquisition Act may discourage, delay or prevent a change of control by limiting the voting rights of control shares acquired in a control share acquisition. In addition, our Amended and Restated Articles of Incorporation and Bylaws may discourage, delay or prevent a change in our management or control over us that shareholders may consider favorable. Among other things, our Amended and Restated Articles of Incorporation and Bylaws:

~~These provisions could have~~subscription-based service, the effect of ~~delaying or preventing a change of control, whether or not it is desired by, or beneficial to, our shareholders.~~

~~We do not expect to pay cash dividends on our common stock. Any future dividend payments are within~~ the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. Wepandemic may not ~~generate sufficient cash from operations in the future to pay dividends on our common stock.~~

~~As long as the price of our common stock remains at less than $5 per share, we will~~ be subject to so-called “penny stock rules” which could decrease our stock’s market liquidity. The Security and Exchange Commission (“SEC”) has adopted regulations which define a “penny stock” to include any equity security that has a market price of less than $5 per share or an exercise price of less than $5 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require the delivery to and execution by the retail customer of a written declaration of suitability relating to the penny stock, which must include disclosure of the commissions payable to both the broker/dealer and the registered representative and current quotations for the securities. Finally, the broker/dealer must send monthly statements disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Those requirements could adversely affect the market liquidity of our common stock. There can be no assurance that the price of our common stock will rise above $5 per share so as to avoid these regulations.

~~Further issuances of equity securities may be dilutive to current stockholders.~~

It is possible that we will be required to seek additional capital in the near term. This capital funding could involve one or more types of equity securities, including convertible debt, common or convertible preferred stock and warrants to acquire common or preferred stock. Such equity securities could be issued at or below the then-prevailing market price for our common stock. Any issuance of additional shares of our common stock will be dilutive to existing stockholders and could adversely affect the market price of our common stock.

~~The exercise of conversion rights, options and warrants outstanding and available for issuance may adversely affect the market price of our common stock.~~

As of December 31, 2019, we had outstanding employee options to purchase a total of 3,349,793 shares of common stock at exercise prices ranging from $0.14 to $1.00 per share, with a weighted average exercise price of $0.16. As of December 31, 2019, we had warrants outstanding to purchase a total of 250,000 shares of common stock at an exercise price of $0.20 per share. The exercise of outstanding options and warrants and the sale in the public market of the shares purchased upon such exercise could be dilutive to existing stockholders and could adversely affect the market price of our common stock.

~~We face risks related to global health epidemics, including COVID-19, which could adversely affect our business and results of operations.~~

On January 30, 2020 the World Health Organization (“WHO”) announced a global health emergency because of a new strain of novel coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the World Health Organization declared the COVID-19 outbreak as a pandemic, which continues to spread throughout the world. The spread of this pandemic has caused significant volatility and uncertainty in U.S. and international markets. This could result in an economic downturn or rescission reducing the demand for our products and/or causing customers to be unable to meet payment obligations to the Company. The Company’s largest industry, hospitality, has already been impacted with restrictions on air travel, heightened border scrutiny and event cancellations. The Company has been informed by some clientele that planned capital expenditures have been suspended until further notice. Further, the pandemic could adversely affect our supply chain and the production capabilities of our primary product supplier located in China, due to quarantines, worker absenteeism and/or facility closures. If any of our supply chain phases were interrupted or terminated, we could experience delaysfully reflected in our project fulfillment process. Delays could result in increased fulfillment costs, customer pricing concessions or overall project cancellations. The occurrence of one or more of these items could have a material adverse effect on our business, liquidity, financial condition, and/oroperating results ~~of operations.~~until future periods, if at all.

Due to travel restrictions and social distancing edicts, the ~~speed with which~~hospitality industry, our largest market that generally accounts for a majority of our revenue, has suffered as much as any. For a more detailed discussion of the ~~situation is developing and~~impact of COVID-19 on the ~~uncertainty~~hospitality industry, see Item 1 – Recent Developments – Impact of ~~its duration and the timing of recovery, we are not able at this time to predict the extent to which the~~ COVID-19 ~~pandemic may impact our financial or operational results.~~Pandemic.

~~New~~Tariffs have had, and continued tariffs and evolving trade policy between the United States and China may have, a material adverse effect on our business.

During 2018, the United States Federal Government imposed significant tariffs on imports from numerous countries, including China. Subsequent to this, the Office of the United States Trade Representative (“USTR”) announced an initial proposed list of imports from China that could be subject to additional tariffs. The list of imports for which Customs and Border Protection began collecting additional duties during July 2018 focuses on the industrial sector. The Company’s main supplier, accounting for approximately ~~84%~~81% of total purchases in 2022, is located in China. The products that the Company purchases from the supplier are subject to up to 25% tariffs. As a result of the tariffs, our cost of sales has increased.

The ~~current~~Biden administration ~~along with Congress,~~ has ~~created~~not stated whether it will ultimately remove or alter any of the tariffs. There continues to be significant uncertainty about the future relationship between the United States and other countries with respect to the trade policies, treaties, taxes, government regulations and tariffs that would be applicable. It is unclear what changes might be considered or implemented and what response to any such changes may be by the governments of other countries. These changes have created significant uncertainty about the future relationship between the United States and China, as well as other countries, including with respect to the trade policies, treaties, government regulations and tariffs that could apply to trade between the United States and other nations. If ~~significant~~additional tariffs or other restrictions are placed on Chinese imports or any related counter-measures are taken by China, our revenue and results of operations may be materially harmed. Even in the absence of further tariffs, the related uncertainty and the market's fear of an escalating trade war might create forecasting difficulties for us and cause our customers and business partners to place fewer orders for our products and services, which could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between these nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations and affect our strategy in China and elsewhere around the world. Given the relatively fluid regulatory environment in China and the United States and uncertainty how the U.S. Administration or foreign governments will act with respect to tariffs, international trade agreements and policies, a trade war, further governmental action related to tariffs or international trade policies, or additional tax or other regulatory changes in the future could directly and adversely impact our financial results and results of operations.

We rely on a limited number of third party suppliers. If these companies fail to perform or experience delays, shortages, or increased demand for their products or services, we may face shortages, increased costs, and may be required to suspend deployment of our products and services.

We depend on a limited number of third party suppliers to provide the components and the equipment required to deliver our solutions, with purchases from one supplier comprising approximately ~~84%~~81% of total purchases for the year ended December 31, ~~2019.~~2022. If these providers fail to perform their obligations under our agreements with them or we are unable to renew these agreements, we may be forced to suspend the sale and deployment of our products and services and enrollment of new customers, which would have an adverse effect on our business, prospects, financial condition and operating results.

The general rate of inflation has increased in conjunction with overall imbalances in supply and demand recoveries from the COVID-19 pandemic. Some of the underlying factors impacting inflation may include, but are not limited to, global supply chain disruptions, shipping bottlenecks, labor market constraints, and side effects from monetary and fiscal expansions. Inflationary pressures are expected to continue in 2023. If these inflationary pressures persist or worsen, and commodity prices continue to remain at attractive levels that stimulate increased industry activity, we may face shortages of service providers, equipment, and materials. Such shortages could result in increased competition which may lead to further increases in costs.

High inflation could continue to adversely impact us. Although inflation appears to be declining, during 2021 and 2022, our operations were impacted by the highest domestic inflation rates in decades. If inflation rates remain elevated, our operations will likely continue to be impacted. Potential impacts of high inflation include (i) lower revenue if inflationary pressures cause customers to defer, decrease or cancel their expenditures on our products and services, (ii) lower margins if we cannot offset the higher cost of our labor and supplies by raising our prices or reducing our other expenses, (iii) higher interest costs to the extent inflation places upwards pressure on prevailing interest rates and (iv) as noted above, potential difficulties retaining personnel if we do not match the salary increase expectations of our workforce.

We are in a period of increasing inflation and economic uncertainty. The economy is facing inflationary pressures which has resulted in a few challenges for our business, most notably in the form of a tight labor market where job candidates have considerable bargaining power which has driven wages up. Additionally, we are experiencing higher labor and benefit related costs to retain our existing personnel. We believe we will continue to see significant pressure in our labor and benefit related costs which impacts both our gross margins and net income. We also continue to monitor for weakened demand in our software and related consulting business segment due to significant customer concentration. Increased inflation could place pressure on our customers' timing of approval for consulting projects to move forward. Currently, it is difficult to estimate the financial impact to our software and related consulting revenue, if any. We actively market our sustainability solutions and services to new types of customers. We believe the growing awareness of environmental, social and governance ("ESG") matters creates a key opportunity for us because we have the expertise and technology needed to help companies achieve ESG objectives within the food supply chain.

The industry within which we operate is intensely competitive and rapidly evolving.

We operate in a highly competitive, quickly changing environment, and our future success will depend on our ability to develop and introduce new products and product enhancements that achieve broad market acceptance in the markets within which we compete. We will also need to respond effectively to new product announcements by our competitors by quickly developing and introducing competitive products.

We cannot be certain that our products do not and will not infringe issued patents or other intellectual property rights of others. If it were determined that our products infringe the intellectual property rights of another, we could be required to pay substantial damages or be enjoined from licensing or using the infringing products or technology. Additionally, if it were determined that our products infringe the intellectual property rights of others, we would need to obtain licenses from these parties or substantially re-engineer our products in order to avoid infringement. We might not be able to obtain the necessary licenses on acceptable terms or at all, or to re-engineer our products successfully. Similar to the Sipco Lawsuit and License Agreement discussed earlier, any of the foregoing could cause us to incur significant costs and prevent us from selling our products.

We have identified material weaknesses in our internal controls as of December 31, ~~2019~~2022 that, if not properly remediated, could result in material misstatements in our financial statements.

Based on an evaluation of our disclosure of internal controls and procedures as of December 31, ~~2019,~~2022, our management has concluded that, as of such date, there were material weaknesses in our internal control over financial reporting related to a lack of segregation of duties due to the limited size of the Company’s accounting department, a failure to implement adequate internal control over financial reporting including in our IT general control environment and the need for a stronger internal control environment particularly ~~in our financial reporting and close process.~~around accounting for inventory. A material weakness is a control deficiency, or a combination of control deficiencies, in internal control over financial reporting, such that there is a more than a remote likelihood that a material misstatement of annual or interim financial statements would not be prevented or ~~detected.~~detected in a timely manner. As disclosed in Item 9A of Part II of this report, because of the material weaknesses identified by the Company, our consolidated financial statements may contain material misstatements that would require restatement of the Company’s financial results in this report. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. At present, the Company does not expect to hire additional personnel to remediate these control deficiencies in the near future. ~~We are reviewing other potential actions to remediate the identified material weaknesses.~~

Until and if these material weaknesses in our internal control over financial reporting are remediated, there is a reasonable possibility that material misstatements of our annual or interim consolidated financial statements could occur and not be prevented or detected by our internal controls in a timely manner. Material misstatements in our financial statements could result in litigation or regulatory enforcement actions, which would require additional financial and management resources; loss of investor confidence; and delays in filing required financial disclosures, one or more of which could have a material adverse effect on our business and financial condition. The Company believes the consolidated financial statements as of December 31, ~~2019~~2022 and ~~2018~~2021 are free of material misstatements.

Government regulation of our products could impair our ability to sell such products in certain markets.

The rules of the FCC permit the operation of unlicensed digital devices that radiate radio frequency emissions if the manufacturer complies with certain equipment authorization procedures, technical requirements, marketing restrictions and product labeling requirements. Differing technical requirements apply to “Class A” devices intended for use in commercial settings, and “Class B” devices intended for residential use to which more stringent standards apply. An independent, FCC-certified testing lab has verified that our product suite complies with the FCC technical requirements for Class A and Class B digital devices. No further testing of these devices is required, and the devices may be manufactured and marketed for commercial and residential use. Additional devices designed by us for commercial and residential use will be subject to the FCC rules for unlicensed digital devices. Moreover, if in the future, the FCC changes its technical requirements for unlicensed digital devices, further testing and/or modifications of devices may be necessary. Failure to comply with any FCC technical requirements could impair our ability to sell our products in certain markets and could have a negative impact on our business and results of operations.

Products sold by our competitors could become more popular than our products or render our products obsolete.

The market for our products and services is highly competitive. Some of our competitors have longer operating histories, greater name recognition and substantially greater financial, technical, sales, marketing and other resources. These competitors may, among other things, undertake more extensive marketing campaigns, adopt more aggressive pricing policies, obtain more favorable pricing from suppliers and manufacturers and exert more influence on the sales channel than we can. As a result, we may not be able to compete successfully with these competitors, and these competitors may develop or market technologies and products that are more widely accepted than those being developed by us or that would render our products obsolete or noncompetitive. We anticipate that competitors will also intensify their efforts to penetrate our target markets. These competitors may have more advanced technology, more extensive distribution channels, stronger brand names, bigger promotional budgets and larger customer bases than we do. These companies could devote more capital resources to develop, manufacture and market competing products than we could. If any of these companies are successful in competing against us, our sales could decline, our margins could be negatively impacted, and we could lose market share, any of which could seriously harm our business, results of operations, and prospects.

We cannot be certain that our products do not and will not infringe issued patents or other intellectual property rights of others. If it were determined that our products infringe the intellectual property rights of another, we could be required to pay substantial damages or be enjoined from licensing or using the infringing products or technology. Additionally, if it were determined that our products infringe the intellectual property rights of others, we would need to obtain licenses from these parties or substantially re-engineer our products in order to avoid infringement. We might not be able to obtain the necessary licenses on acceptable terms or at all, or to re-engineer our products successfully. Any of the foregoing could cause us to incur significant costs and prevent us from selling our products.

We depend on a small team of senior management and may have difficulty attracting and retaining additional personnel.

Our future success will depend in large part upon the continued services and performance of senior management and other key personnel. If we lose the services of any member of our senior management team, our overall operations could be materially and adversely affected. In addition, our future success will depend on our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, marketing, purchasing and customer service personnel when they are needed. Competition for these individuals is intense. We cannot ensure that we will be able to successfully attract, integrate or retain sufficiently qualified personnel when the need arises. Any failure to attract and retain the necessary technical, managerial, marketing, purchasing and customer service personnel could have a negative effect on our financial condition and results of operations.

We may be affected if the United States participates in wars or other military action or by international terrorism.

Involvement in a war or other military action or acts of terrorism may cause significant disruption to commerce throughout the ~~world.~~world and may cause people to limit travel. To the extent that such disruptions result in (i) delays or cancellations of customer orders, (ii) declines in spending in the hospitality industry, our largest market that generally accounts for a majority of our revenue, (iii) a general decrease in consumer spending on information technology, ~~(iii)~~(iv) our inability to effectively market and distribute our services or products or ~~(iv)~~(v) our inability to access capital markets, our business and results of operations could be materially and adversely affected. We are unable to predict whether the involvement in a war or other military action will result in any long-term commercial disruptions or if such involvement or responses will have any long-term material adverse effect on our business, results of operations, or financial condition.

Cyber security risks and cyber incidents could adversely affect our business and disrupt operations.

Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. The result of these incidents could include, but are not limited to, disrupted operations, misstated financial data, liability for stolen assets or information, increased cyber-security protection costs, litigation and reputational damage adversely affecting customer or investor confidence. We have implemented systems and processes to focus on identification, prevention, mitigation and resolution. However, these measures cannot provide absolute security, and our systems may be vulnerable to cyber-security breaches such as viruses, hacking, and similar disruptions from unauthorized intrusions. In addition, we rely on third party service providers to perform certain services, such as payroll and tax services. Any failure of our systems or third party systems may compromise our sensitive information and/or personally identifiable information of our employees. While we have secured cyber insurance to potentially cover certain risks associated with cyber incidents, there can be no assurance the insurance will be sufficient to cover any such liability.

Our exposure to the credit risk of our customers and suppliers may adversely affect our financial results.

We sell our products to customers that have in the past, and may, in the future, experience financial difficulties. If our customers experience financial difficulties, we could have difficulty recovering amounts owed to us from these customers. While we perform credit evaluations and adjust credit limits based upon each customer’s payment history and credit worthiness, such programs may not be effective in reducing our exposure to credit risk. We evaluate the collectability of accounts receivable, and based on this evaluation make adjustments to the allowance for doubtful accounts for expected losses. Actual bad debt write-offs may differ from our estimates, which may have a material adverse effect on our financial condition, operating results and cash flows.

Our suppliers may also experience financial difficulties, which could result in our having difficulty sourcing the materials and components we use in producing our products and providing our services. This risk is increased given we depend on a limited number of third party suppliers to provide the components and the equipment required to deliver our solutions, with purchases from one supplier comprising approximately ~~84%~~81% of total purchases for the year ended December 31, ~~2019.~~2022. If we encounter such difficulties, we may not be able to produce our products for our customers in a timely fashion which could have an adverse effect on our results of operations, financial condition and cash flows.

Changes in the economy and credit markets may adversely affect our future results of operations.

Our operations and performance depend to some degree on general economic conditions and their impact on our customers’ finances and purchase ~~decisions.~~decisions, particularly given the hospitality industry generally accounts for a majority of our revenue. As a result of economic events, potential customers may elect to defer purchases of capital equipment items, such as the products we manufacture and supply. Additionally, the credit markets and the financial services industry are subject to change. While the ultimate outcome of these events cannot be predicted, it may have a material adverse effect on our customers’ ability to fund their operations thus adversely impacting their ability to purchase our products or to pay for our products on a timely basis, if at all. These and other economic factors could have a material adverse effect on demand for our products, the collection of payments for our products and on our financial condition and operating results.

We may not be able to obtain payment and performance bonds, which could have a material adverse effect on our business.

Our ability to deploy our ~~EcoSmart Suite~~suite of products into the energy management initiatives in federally funded or assisted projects may rely on our ability to obtain payment and performance bonds which may be an essential element to work orders for the installation of our products and services. If we are unable to obtain payment and performance bonds in a timely fashion as required by an applicable work order, we may not be entitled to payment under the work order until such bonds have been provided or until such a requirement is expressly waived. In addition, any delays due to a failure to furnish bonds may not entitle us to a price increase for the work or an extension of time to complete the work and may entitle the other party to terminate our work order without liability and to indemnify such party from damages suffered as a result of our failure to deliver the bonds and the termination of the work order. As a result, the failure to obtain bonds where required could negatively impact our business, results of operations, and prospects.

Our common stock is thinly traded and there may not be an active trading market for our common stock.

Our common stock is currently quoted on the OTCQB, operated by the OTC Markets Group. However, there is no guarantee that our common stock will be actively traded on the OTCQB, or that the volume of trading will be sufficient to allow for timely trades. Investors may not be able to sell their shares quickly or at the latest market price if trading in our stock is not active or if trading volume is limited. In addition, if trading volume in our common stock is limited, trades of relatively small numbers of shares may have a disproportionate effect on the market price of our common stock.

The market price of our common stock has been and may continue to be volatile.

In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

Anti-takeover provisions in our charter documents and Utah law could discourage, delay or prevent a change of control of our Company and may affect the trading price of our common stock.

We are a Utah corporation and the anti-takeover provisions of the Utah Control Shares Acquisition Act may discourage, delay or prevent a change of control by limiting the voting rights of control shares acquired in a control share acquisition. In addition, our Amended and Restated Articles of Incorporation and Bylaws may discourage, delay or prevent a change in our management or control over us that shareholders may consider favorable. Among other things, our Amended and Restated Articles of Incorporation and Bylaws:

These provisions could have the effect of delaying or preventing a change of control, whether or not it is desired by, or beneficial to, our shareholders.

We do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock.

As long as the price of our common stock remains at less than $5 per share, we will be subject to so-called “penny stock rules” which could decrease our stock’s market liquidity. The Securities and Exchange Commission (“SEC”) has adopted regulations which define a “penny stock” to include any equity security that has a market price of less than $5 per share or an exercise price of less than $5 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require the delivery to and execution by the retail customer of a written declaration of suitability relating to the penny stock, which must include disclosure of the commissions payable to both the broker/dealer and the registered representative and current quotations for the securities. Finally, the broker/dealer must send monthly statements disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Those requirements could adversely affect the market liquidity of our common stock. There can be no assurance that the price of our common stock will rise above $5 per share so as to avoid these regulations.

Further issuances of equity securities may be dilutive to current stockholders.

The exercise of conversion rights, options and warrants outstanding and available for issuance may adversely affect the market price of our common stock.

As of December 31, 2022, we had outstanding employee options to purchase a total of 2,526,847 shares of common stock at exercise prices ranging from $0.14 to $0.19 per share, with a weighted average exercise price of $0.15. As of December 31, 2022, there was a warrant outstanding for 105,380,666 shares in favor of VDA, which was part of their purchase consideration in January 2022. The exercise of outstanding options and warrants and the sale in the public market of the shares purchased upon such exercise could be dilutive to existing stockholders and could adversely affect the market price of our common stock.

In October 2013, the Company entered into a lease agreement for 6,362 square feet of commercial office space in Waukesha, Wisconsin for its corporate ~~headquarters with a term expiration of April 30, 2021.~~headquarters. On April 7, 2017, the Company executed an amendment to the existing lease to expand another 3,982 square feet, bringing the total leased space to 10,344 square feet, and ~~extend~~extending the lease term for the total leased space from May 1, 2021 to April 30, 2026. The commencement date for this amendment was July 15, 2017.

In January 2016, the Company entered into a lease agreement for 2,237 square feet of commercial office space in Germantown, Maryland for its Maryland employees. In September 2018, the Company entered into a third amendment to the lease agreement extending the lease through the end of January 2022.

In May 2017, the Company entered into a lease agreement for 5,838 square feet of floor space in Waukesha, Wisconsin for its inventory warehousing operations. The Waukesha lease expires in May 2024.

In November 2021, the Company entered into a lease agreement for 425 square feet of commercial office space in Gaithersburg, Maryland. Originally expiring on November 30, 2022, the lease expiry date was extended to November 30, 2023 on September 12, 2022.

The Company continues to fulfill its obligations under the Wireless Network Patent License Agreement (the “License Agreement”) between SIPCO, LLC (“Sipco”) and IPCO, LLC dba IntusIQ (collectively, the “Licensors”) and the Company, dated November 30, 2020. The parties entered into the License Agreement in connection with the settlement of a lawsuit filed by Sipco as disclosed in more detail in the Company’s previously filed reports.

The minimum payments required under the License Agreement have been accrued for on the Company’s Condensed Consolidated Balance Sheets in accordance with GAAP, which specifies that when a liability is probable and the amount can be reasonably estimated, said liability should be recorded in the current reporting period. Per the License Agreement, the contractual minimum payments began on January 1, 2022 and continue until December 31, 2024, thus satisfying both criteria of probable and reasonably estimable. Accordingly, a long-term liability was recorded representing the sum of those contractual minimums. As of December 2022, the Company had a current liability of approximately $200,000, which $60,000 is included in accounts payable and $140,000 in other accrued liabilities (See Note F – Current Accrued Liabilities for further breakdown of accrued liabilities), along with a non-current liability of $220,000 included in accrued royalties – long-term recorded on its Condensed Consolidated Balance Sheets.

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, other than the Sipco Lawsuit discussed above and which has been terminated, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is currently quoted on the ~~OTC Bulletin Board~~OTCQB under the symbol “TKOI.” The ~~OTC Bulletin Board~~OTCQB is not a stock exchange and any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

As of March ~~23, 2020,~~1, 2023, we had ~~209~~274 holders of record of our common stock and ~~135,990,491~~299,212,282 shares of our common stock issued and outstanding.

The Company has never paid dividends on its common stock and does not anticipate paying dividends in the foreseeable future. It is also subject to certain contractual restrictions on paying dividends on its common stock under the terms of its Series A and B preferred stock.

See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for information about securities authorized for issuance under the Company’s equity compensation plans.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and related notes thereto.

The COVID-19 outbreak has resulted in and could continue to result in reduced demand for our products and/or causing customers to be unable to meet payment obligations to the Company. The industries that the Company operates in have already been impacted with shelter-in-place directives, school closures, visitor restrictions, travel restrictions, heightened border scrutiny and event cancellations which will materially affect sales levels for fiscal year 2020 and the Company’s overall liquidity. The Company has been informed by some clientele that planned capital expenditures have been suspended until further notice.

The COVID-19 outbreak could adversely affect our supply chain and production capabilities of our primary product supplier located in China, due to quarantines, worker absenteeism, facility closures, and/or increased international trade restrictions or regulations. If any of our supply chain phases were interrupted or terminated, we could experience delays in our project fulfillment process. Delays could result in increased fulfillment costs, customer pricing concessions, or overall project cancellations.

The Company is dependent on its workforce to deliver our products and services. Developments such as social distancing, shelter-in-place directives, furloughs, worker absenteeism, and travel restrictions will impact the Company’s ability to deploy its workforce effectively. While expected to be temporary, prolonged workforce disruptions will negatively impact sales levels for fiscal year 2020 and the Company’s overall liquidity.

In response to the continuing uncertainty resulting from a novel coronavirus, we have implemented and are continuing to review strategic cost reduction strategies across all functional areas. At this time, the disruption is expected to be temporary; however, the length or severity of this pandemic is unknown. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. While we expect this disruption to have a material adverse impact our results of operations, financial condition and cash flows for the year 2020, the Company is unable to reasonably determine the impact at this time.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates significant estimates used in preparing its consolidated financial statements including those related to revenue recognition and allowances for uncollectible accounts receivable, inventory obsolescence, recovery of long-lived assets, income tax provisions and related valuation allowance, stock-based compensation, and contingencies. The Company bases its estimates on historical experience, underlying run rates and various other assumptions that the Company believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates. The following are critical judgments, assumptions, and estimates used in the preparation of the consolidated financial statements.

Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606, the Standard”) supersedes nearly all legacy revenue recognition guidance. ASC 606, the Standard outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue based on when it satisfies its performance obligations by transferring control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for said goods or services.

The Company accounts for a customer contract under ASC 606 when the contract is legally enforceable. A contract is legally enforceable when all of the following criteria are met: (1) the contract has been approved by the Company and the customer and both parties are committed to perform their respective obligations, (2) the Company can identify each party’s rights regarding goods or services transferred, (3) the Company can identify payment terms for goods or services transferred, (4) the contract has commercial substance, and (5) collectability of all the consideration to which the Company is entitled in exchange for the goods or services transferred is probable.

A contract does not exist if each party to the contract has the unilateral right to terminate a wholly unperformed contract without compensating the other party (or parties). Nearly all of the Company’s contracts do not contain such mutual termination rights for convenience. All contracts are in written form.

The Company will enter into product only contracts that contain a single performance obligation related to the transfer of ~~EcoSmart~~ products to a customer.

The Company will also enter into certain customer contracts that encompass product and installation services, referred to as “turnkey” solutions. These contracts ultimately provide the customer with a solution that enhances the functionality of the customer’s existing equipment. For this reason, the Company has determined that the product and installation services are not separately identifiable performance obligations, but in essence represent one, combined performance obligation (“turnkey”).

The Company also offers post-installation support services to customers. Support services are considered a separate performance obligation.

The Company generally enters into contracts containing fixed prices. It is not customary for the Company to include contract terms that would result in variable consideration. In the rare situation that a contract does include this type of provision, it is not expected to result in a material adjustment to the transaction price. The Company regularly extends pricing discounts; however, they are negotiated up front and adjust the fixed transaction price set out in the contract.

Customer contracts will typically contain upfront deposits that will be applied against future invoices, as well as customer retainage. The intent of any required deposit or retainage is to ensure that the obligations of either party are honored and follow customary industry practices. In addition, the Company will typically be paid in advance at the beginning of any support contracts, consistent with industry practices. None of these payment provisions are intended to represent significant implicit financing. The Company’s standard payment terms are thirty days from invoice date. Products are fully refundable when returned in their original packaging without damage or defacing less a restocking fee. Historical returns have shown to be immaterial. The Company offers a standard one-year assurance warranty. However customers can purchase an extended warranty. Under the ~~new~~revenue standard, extended warranties are accounted for as a service warranty, requiring the revenue to be recognized over the extended service periods. Contracts involving an extended warranty are immaterial and will continue to be combined with support revenue and recognized on a straight-line basis over the support revenue term.

Revenues from customer contracts are allocated to the separate performance obligations based on their relative stand-alone selling price (“SSP”) at contract inception. The SSP is the price at which the Company would sell a promised good or service separately. The best evidence of an SSP is the observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar customers. However, turnkey solutions are sold for a broad range of amounts resulting from, but not limited to, tiered discounting for value added resellers (“VAR”) based upon committed volumes and other economic factors. Due to the high variability of our pricing, the Company cannot establish a reliable SSP using observable data. Accordingly, the Company uses the residual approach to allocate the transaction price to performance obligations related to its turnkey solutions. When support services are not included within the turnkey solution, the residual method is not utilized and no allocation of the transaction price to the performance obligation is necessary.

All support service agreements, whether single or multi-year terms, automatically renew for one-year terms at a suggested retail price (“SRP”)., unless terminated by either party. Support service renewals are consistently priced and therefore would support the use of SRP as the best estimate of an SSP for such performance obligations.

The Company recognizes revenues from product only sales at a point in time when control over the product has transferred to the customer. As the Company’s principal terms of sale are FOB shipping point, the Company primarily transfers control and records revenue for product only sales upon shipment.

A typical turnkey project involves the installation and integration of 200-300 rooms in a customer-controlled facility and ~~usually~~ takes approximately sixty days to complete. Since control over goods and services transfers to a customer once a room is installed, the Company recognizes revenue for turnkey solutions over time. The Company uses an outputs measure based on the number of rooms installed to recognize revenues from turnkey solutions.

Revenues from support services are recognized over time, in even daily increments over the term of the contract, and are presented as “Recurring Revenue” in the ~~Statement~~Statements of Operations.

Contracts are billed in accordance with the terms and conditions, either at periodic intervals or upon substantial completion. This can result in billing occurring subsequent to revenue recognition, resulting in contract assets. Contract assets are presented as current assets in the ~~Condensed~~ Consolidated Balance Sheet.

Contract liabilities include monthly support service fees, customer deposits, and billings in advance of revenue recognition. The long term portion of these liability balances represent the amount of revenues that will be recognized after December 31, ~~2020.~~2023.

The Company recognizes related costs of the contract over time in relation to the revenue recognition. Costs included within the projects relate to the cost of material, direct labor and costs of outside services utilized to complete projects. These are presented as “Contract assets” in the ~~consolidated balance sheets.~~

The Company adopted ASC 606 using a modified retrospective approach to all contracts not completed as of January 1, 2018. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605, Revenue Recognition. The Company recorded a net decrease to beginning retained earnings of $0.43 million as of January 1, 2018 due to the cumulative impact of adopting ASC 606. The impact to beginning retained earnings was primarily driven by the deferral of revenue for unfulfilled performance obligations related to the Company’s turnkey solutions.Consolidated Balance Sheet.

Accounts receivable are uncollateralized customer obligations due under normal trade terms. The Company records allowances for doubtful accounts based on customer-specific analysis and general matters such as current assessment of past due balances and economic conditions. The Company writes off accounts receivable when they become uncollectible. Management identifies a delinquent customer based upon the delinquent payment status of an outstanding invoice, generally greater than 30 days past due date. The delinquent account designation does not trigger an accounting transaction until such time the account is deemed uncollectible. The allowance for doubtful accounts is determined by examining the reserve history and any outstanding invoices that are over 30 days past due as of the end of the reporting period. Accounts are deemed uncollectible on a case-by-case basis, at management’s discretion based upon an examination of the communication with the delinquent customer and payment history. Typically, accounts are only escalated to “uncollectible” status after multiple attempts at collection have proven unsuccessful.

Inventories consist of thermostats, sensors and controllers for Telkonet’s ~~EcoSmart~~ product ~~platform.~~platforms. These inventories are purchased for resale and do not include manufacturing labor and overhead. Inventories are stated at the lower of cost or net realizable value determined by the first in, first out (FIFO) method. The Company’s inventories are subject to technological obsolescence. Management evaluates the net realizable value of its inventories on a quarterly basis and when it is determined that the Company’s carrying cost of such excess and obsolete inventories cannot be recovered in full, a charge is taken against income for the difference between the carrying cost and the estimated realizable amount.

The Company records a liability for potential warranty claims. The amount of the liability is based on the trend in the historical ratio of claims to sales. The products sold are generally covered by a warranty for a period of one year. In the event the Company determines that its current or future product repair and replacement costs exceed its estimates, an adjustment to these reserves would be charged to earnings in the period such determination is made. During each of the years ended December 31, ~~2019~~2022 and ~~2018,~~2021, the Company experienced approximately between 1% and 3% of returns related to product warranties. As of December 31, ~~2019~~2022 and ~~2018,~~2021, the Company recorded warranty liabilities in the amount of ~~$58,791~~$13,663 and ~~$46,103,~~$46,650, respectively, using this experience factor range.

The Company accounts for income taxes in accordance with ASC 740-10. Under this method, deferred income taxes (when required) are provided based on the difference between the financial reporting and income tax bases of assets and liabilities, and net operating losses at the statutory rates enacted for future ~~periods.~~periods, expected when the differences reverse. The Company has a policy of establishing a valuation allowance when it is more likely than not that the Company will not realize the benefits of its deferred income tax assets in the future. ~~For the year ended December 31, 2019, the Company has recorded all known and estimable impacts of the Tax Act that are effective for 2019.~~

We account for our stock based awards in accordance with ASC 718, which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including employee stock options and restricted stock awards.

We estimate the fair value of stock options granted using the Black-Scholes valuation model. This model requires us to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them and the estimated volatility of our common stock price. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in our consolidated statements of operations.

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets ~~exceeds its~~exceed their fair value.

Unless provided with a resale or tax exemption certificate, the Company assesses and collects sales tax on sales transactions and records the amount as a liability. It is recognized as a liability until remitted to the applicable state. Total revenues do not include sales tax as the Company is considered a pass through conduit for collecting and remitting sales taxes.

Year Ended December 31, ~~2019~~2022 Compared to Year Ended December 31, ~~2018~~2021

The Company’s operations and financial results have been impacted by the COVID-19 pandemic. Further, significant uncertainty remains regarding the full impact of the COVID-19 pandemic – both in terms of the health and economic aspects – and the timing of any recovery in markets such as hospitality, our largest market that generally accounts for a majority of our revenue.

The table below outlines our product versus recurring revenues from operations for comparable periods:

Product revenue principally arises from the sale and installation of ~~the EcoSmart~~ energy management ~~platform.~~platforms. The ~~EcoSmart Suite~~suite of products consists of thermostats, sensors, controllers, wireless networking products, switches, outlets and a control platform.

For the year ended December 31, ~~2019,~~2022, product revenues increased by ~~47%~~41% or ~~$3.6~~$2.25 million when compared to the prior year. ~~Increases are primarily attributable~~Hospitality revenues increased 12% to ~~volume generated from value added resellers~~$5.29 million, government revenues increased 412% to $0.99 million, education revenues increased 411% to $1.43 million while MDU revenues decreased 73% to $0.08 million and ~~distribution partners.~~healthcare revenues decreased 100% to $0.00 million. Product revenues derived from ~~value added~~value-added resellers and distribution partners were ~~$8.57~~$6.41 million for the year ended December 31, ~~2019,~~2022, an increase of ~~39%~~41% compared to the prior year period. In addition, beginning in the third quarter of 2019, the Company began implementing portfolio pricing increases, which under normal circumstances would be expected to positively impact product revenue, but given the COVID-19 pandemic, the impact of these price increases may be offset by reduced demand for our products in the near term.

For the year ended December 31, 2019, the increase in product revenues over the prior year period was due to hospitality revenues increasing $2.16 million to $8.57 million, government revenues increasing $0.96 million to $1.04 million, education revenues increasing $0.39 million to $1.04 million and MDU revenues increasing $0.09 million to $0.56 million. For the year ended December 31, 2019, actual product2022, international revenues increased ~~by $3.98 million while installation revenues decreased by $0.33 million. For the year ended December 31, 2019, international revenues grew $1.77 million~~18% to ~~$1.92~~$0.77 million when compared to the prior year period. The increase in international revenues was primarily driven by ~~two customers.~~volumes from one existing customer.

Backlogs were approximately ~~$2.71~~$3.00 million and ~~$3.40~~$2.39 million at December 31, ~~2019~~2022 and ~~2018,~~2021, respectively.

Recurring revenue is attributed to our call center support services. The Company recognizes revenue ratably over the service period for monthly support revenues and defers revenue for annual support services over the term of the service period. Recurring revenue consists of Telkonet’s EcoCare service and support program.

For the year ended December 31, ~~2019,~~2022, recurring revenue decreased by 6%11% or $0.08 million when compared to the prior year period. The decrease was related to decreased unit sales of call center support services.

The tables below outline product versus recurring cost of sales, along with respective amounts of those costs as a percentage of revenue for the comparable periods:

Costs of product revenue include materials and installation labor related to ~~EcoSmart~~Telkonet’s platform technology. For the year ended December 31, ~~2019,~~2022, product costs increased ~~53%~~38% compared to the prior year ~~period.~~period based upon greater revenues. The variance was primarily attributable to ~~an increase of $1.21 million~~increases in material costs ~~an increase~~ of ~~$0.49~~$1.08 million, in logistical expenses of $0.16 million, inclusive of import tariffs and ~~an increase of $0.44 million in~~ the use of installation ~~subcontractors.~~subcontractors of $0.16 million, offset by decreases in inventory adjustments of $0.36 million. Material costs as a percentage of product revenues were ~~42% for the year ended December 31, 2019, a decrease~~40%, an increase of 8%4%, compared to the prior year period.

Recurring revenue costs are comprised primarily of call center support labor. For the year ended December 31, ~~2019,~~2022, recurring revenue costs increased by ~~12%~~152% when compared to the prior year period. The variance was primarily due to increases in ~~salary and recruiting efforts offset by a decrease in temporary~~call center staffing.

The tables below outline product versus recurring gross profit, along with respective actual gross profit percentages for the comparable periods:

Gross profit on product revenue is influenced by pricing, revenue volume and the composition of those revenues.

Gross profit for the year ended December 31, ~~2019~~2022 increased ~~40%~~44% or $1.12 million when compared to the prior year period.

The increase in gross profit was primarily attributable to an increase in revenues of $2.25 million and a decrease in inventory adjustments of $0.22 million, partially offset by increases in material costs of $1.08 million resulting from increased product revenues, logistical expenses of $0.16 million and the use of installation subcontractors of $0.16 million. Material costs as a percentage of product revenues were 40%, an increase of 4%, compared to the prior year period. For the year ended December 31, ~~2019,~~2022, the actual gross profit percentage ~~decreased 2%~~increased by 3% to ~~40%. Contributing~~47% compared to the ~~decrease were increases in logistical expenses and the use of installation subcontractors, partially offset by a decrease in material costs as a percentage of product revenues.~~prior year period. Tariffs imposed on Chinese imports resulted in an adverse impact of approximately 6%4% on the actual gross profit percentage for the year ended December 31, ~~2019,~~2022, which was unchanged compared to ~~approximately 2% for~~ the year ended December 31, ~~2018.~~

Gross profit for the year ended December 31, ~~2019~~2022 decreased ~~14%~~23% when compared to the prior year period. The decrease was ~~a combination of decreased unit sales of~~primarily due to increases in call center ~~support services and increased salaries. For the year ended December 31, 2019, the actual gross profit percentage decreased 6% when compared to the prior year period.~~staffing as well as a decline in revenues.

The tables below outline operating expenses for the comparable periods, along with percentage change:

The Company’s operating expenses are comprised of research and development, selling, general and administrative expenses and depreciation and amortization expense. During the year ended December 31, ~~2019,~~2022, operating expenses ~~increased~~decreased by 2%less than 1% when compared to the prior year as outlined below.

Research and development costs are related to both present and future products and are expensed in the period incurred. Current research and development costs are associated with product development and integration. For the year ended December 31, ~~2019,~~2022, research and development costs decreased by 8%5% when compared to the prior year period. The variance is primarily attributable to decreases in payroll expenses of $0.08 million, partially offset by increases incurred with third-party consultants ~~and salary expense, partially offset by increases in travel and certification expenses.~~of $0.03 million.

For the year ended December 31, ~~2019,~~2022, selling, general and administrative expenses increased by 6%1% compared to the prior year period. The variance is primarily attributable to increases in staffing payroll of $0.20 million and payroll taxes of $0.42 million, partially offset by decreases in legal fees of $0.46 million and third-party consulting fees of $0.12 million. The payroll tax increase was primarily the result of a ~~$0.14~~non-recurring Employee Retention Credit (“ERC”) that reduced payroll taxes by $0.48 million in 2021, allowed under the CARES Act, which is a refundable payroll tax credit that encouraged businesses to keep employees on the payroll during the COVID-19 pandemic.

Operating loss for the year ended December 31, 2022 improved 44% to $1.25 million compared to the prior year of $2.22 million. This improvement is primarily due to an increase in ~~sales commissions, a $0.17 million~~gross profit resulting from an increase in ~~audit~~revenues and ~~legal fees, a $0.09 million increase in salary expense offset by a $0.05 million decrease in advertising and a $0.04 million decrease in computer software expenditures.~~

For the year ended December 31, 2022, the Company had a net loss of $1.29 million compared to a net loss of $0.41 million during the prior year. This net loss variance is primarily due to $1.84 million of non-cash gains on debt extinguishment in connection with full forgiveness of the PPP Loans in 2021.

Management believes that certain non-GAAP financial measures may be useful to investors in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Adjusted earnings before interest, taxes, depreciation, amortization and stock-based compensation (“Adjusted EBITDA”) is a metric used by management and frequently used by the financial community. Adjusted EBITDA ~~from operations~~ provides insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation, amortization and stock-based compensation can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA ~~from operations~~ is one of the measures used for determining our debt covenant compliance. Adjusted EBITDA ~~from operations~~ excludes certain items that are unusual in nature or not comparable from period to period. While management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace our GAAP financial results. Adjusted EBITDA ~~from operations~~ is not, and should not be considered, an alternative to net income (loss), operating income (loss), or any other measure for determining operating performance or liquidity, as determined under accounting principles generally accepted in the United States (GAAP). In assessing the overall health of its business for the years ended December 31, ~~2019~~2022 and ~~2018,~~2021, the Company excluded items in the following general categories described below:

For the year ended December 31, ~~2019,~~2022, the Company reported a net loss of ~~$1,934,133~~$1,285,237 and had cash used in operating activities of ~~$1,875,846,~~$3,598,322, and ended the year with an accumulated deficit of ~~$125,105,539~~$129,953,413 and total current assets in excess of current liabilities of ~~$4,187,449.~~$4,643,011. At December 31, ~~2019,~~2022, the Company had ~~$3,300,600~~$3,243,594 of cash and ~~approximately $424,000~~$1,000,000 of availability on its ~~credit facility.~~Credit Facility. The ~~credit facility~~Credit Facility is a ~~$2,000,000~~$1,000,000 line of credit, which is subject to a borrowing base calculation based on the Company’s eligible accounts receivable and eligible inventory, ~~each-~~each multiplied by an applicable advance rate, with an overall limitation tied to the Company’s eligible accounts ~~receivable.~~receivable as well as financial covenants including a requirement to maintain a minimum unrestricted cash balance of $1,000,000. As of December 31, ~~2019,~~2022, we had a total borrowing ~~capacity~~base of ~~$1,102,917 and~~approximately $1,000,000, an outstanding balance of ~~$624,347,~~$0, and a cash management services reserve of $0, resulting in the ~~approximate~~ availability of ~~$424,000~~$1,000,000 on the credit facility. During the twelve-month period between January 1, 2019 and December 31, 2019, the Company’s cash balance decreased from $4,678,891 to $3,300,600, or approximately $115,000 per month. In comparison, during the twelve-month period between January 1, 2018 and December 31, 2018, the Company’s cash balance decreased from $8,385,595 to $4,678,891, or approximately $309,000 per month. This improvement is the result of improved revenues and cost management efforts.Credit Facility.

Since inception through December 31, 2022, we have incurred cumulative losses of $129,953,413 and have never generated enough cash through operations to support our business. For the ~~Company has incurred operating losses and has reported negative~~year ended December 31, 2022, we had a cash ~~flows~~flow deficit from ~~operating activities. Since 2012, the~~operations of $3,598,322. The Company has made significant investments in the engineering, development and marketing of anits intelligent automation ~~platform,~~platforms, including but not limited to, hardware and software enhancements, support services and applications. The funding for these development efforts has contributed to, and continues to contribute to, the ongoing operating losses and use of cash. Operating losses have been financed by debt and equity transactions, ~~credit facility~~Credit Facility capacity, the sale of a wholly-owned subsidiary, and the management of working capital levels. ~~The report from~~

As discussed above, the Company’s operations and financial results have also been impacted by the COVID-19 pandemic. Both the health and economic aspects of the COVID-19 pandemic are highly fluid and the future course of each is uncertain. We cannot predict whether the outbreak of COVID-19 will be effectively contained on a sustained basis. Depending on the length and severity of the COVID-19 pandemic, the demand for our ~~independent registered public accounting firm~~products, our customers’ ability to meet payment obligations to the Company, our supply chain and production capabilities, and our workforces’ ability to deliver our products and services could be impacted. Management is actively monitoring the impact of the global situation on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. While we expect this disruption to continue to have a material adverse impact on our ~~consolidated~~results of operations, financial ~~statements for~~condition cash flows, and liquidity, the ~~year ended December 31, 2019 stated there~~Company is ~~substantial doubt about our ability~~unable to ~~continue as a going concern.~~reasonably determine the full extent of the impact at this time.

The ~~Company’s ability~~more recent actions described above are in addition to ~~continue as a going concern is dependent upon generating profitable operations in~~ the future and/or securing the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There can be no assurance that the Company will be able to secure such financing at commercially reasonable terms, if at all. If cash resources become insufficient to meet the Company’s ongoing obligations, the Company will be required to scale back or discontinue portions of its operations or discontinue operations entirely, whereby, the Company’s shareholders may lose some or all of their investment.

The Company’s Board also continues to consider strategic alternatives to maximize shareholder value, including but not limited to, a sale of the Company, an investment in the Company, a merger or other business combination, a sale of all or substantially all assets or a strategic joint venture. However, these actions are not solely within the control of the Company. At March 30, 2020, no definitive alternatives had been identified.

~~During the second half of 2019, the Company began initiating a number of~~ cost elimination and liquidity management actions that the Company began implementing in the second half of 2019, including reviewing opportunities to decrease spend with third party consultants and providers, strategically reviewing whether or not to fill employee positions in the event of vacancies, and implementing sales campaigns to sell slow-moving inventory and ~~reducing~~reduce existing inventory volumes. Management expects these actions will continue to reduce operating losses. The full impact of these actions is not expected to be reflected in the Company’s financial statements in the next twelve months. There is no guarantee, however, that these actions, nor any other actions identified, will yield profitable operations in the foreseeable future.

On January 30, 2020 the World Health Organization (“WHO”) announced a global health emergency because of a new strain of a novel coronavirus in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of operations. In March 2020, the World Health Organization classified the COVID-19 outbreak a pandemic, based on the rapid increase in exposure globally. The spread of the COVID-19 outbreak has caused significant volatility and uncertainty in U.S. and international markets. The COVID-19 outbreak has and could continue to impact demand for our products, customers’ ability to meet payment obligations to the Company, our supply chain and production capabilities, and our workforces’ ability to deliver our products and services. At this time, the disruption is expected to be temporary; however, the length or severity of this pandemic is unknown. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. While we expect this disruption to have a material adverse impact our results of operations, financial condition and cash flows for the year 2020, the Company is unable to reasonably determine the impact at this time.

The Company expects to draw on its’ cash reserves and utilize the credit facility to the extent availability exists to finance its near term working capital needs. We expect to continue to incur operating losses and negative operating cash flows for one year beyond the date of these financial statements. Accordingly, and in light of the Company’s condition, there is substantial doubt about the Company’s ability to continue as a going concern.

Our working capital (current assets in excess of current liabilities) from operations decreased by $2,018,849 during the year ended December 31, 2019 from a working capital of $6,206,299 at December 31, 2018, to $4,187,450 at December 31, 2019. The majority of the decrease was due to the operating losses for 2019.

On September 30, 2014, the Company entered into a loan and security agreement (the “Heritage Bank Loan Agreement”), with Heritage Bank ~~of Commerce, a California state chartered bank (“Heritage Bank”),~~ governing a revolving credit facility in a principal amount not to exceed $2,000,000 (the “Credit Facility”). Availability of borrowings under the Credit Facility is subject to a borrowing base calculation based on the Company’s eligible accounts receivable and eligible inventory each multiplied by an applicable advance rate, with an overall limitation tied to the Company’s eligible accounts receivable. The ~~Heritage Bank Loan Agreement~~Credit Facility is secured by all of the Company’s assets. The Credit Facility is available for working capital and other general business purposes.

The outstanding principal balance of the Credit Facility bears interest at the Prime Rate plus 3.00%, which was ~~7.75%~~10.50% at December 31, ~~2019~~2022 and ~~8.50%~~6.25% at December 31, 2018. On October 9, 2014, as part of the Heritage Bank Loan Agreement, Heritage Bank was granted a warrant to purchase 250,000 shares of Telkonet common stock. The warrant has an exercise price of $0.20 and expires October 9, 2021. On November 6, 2019, the eleventh amendment to the Credit Facility was executed to extend the maturity date to September 30, 2021, unless earlier accelerated under the terms of the Heritage Bank Loan Agreement, and eliminate the maximum EBITDA loss covenant. The eleventh amendment was effective as of September 30, 2019.

On September 30, 2021, the Company entered into a twelfth amendment to the Heritage Bank Loan Agreement to extend the revolving maturity date to December 31, 2021, unless earlier accelerated under the terms of the Heritage Bank Loan Agreement. In addition, subject to certain conditions as specified in the twelfth amendment, Heritage Bank consented to the VDA Transaction (as described above under the “Business and Basis of Prese0ntation” section in Note A – Basis of Presentation and Significant Accounting Policies) between the Company and VDA, and acknowledged and agreed that certain events occurring in connection with the Transaction, including the change of control of the Company resulting from the Transaction, do not constitute Events of Default as defined in the Loan Agreement.

On December 13, 2021, the Company entered into a thirteenth amendment to the Heritage Bank Loan Amendment to extend the revolving maturity date to March 31, 2022, unless earlier accelerated under the terms of the Heritage Bank Loan Agreement. In addition, the Heritage Bank Loan Amendment reduced the credit extension amount to $1,000,000 and reduced unrestricted cash maintained in the Company’s accounts at Bank to be at least $1,000,000.

On March 10, 2022, the Company entered into a fourteenth amendment to the Heritage Bank Loan Amendment to extend the revolving maturity date to June 30, 2023, unless earlier accelerated under the terms of the Heritage Bank Loan Agreement.

The Heritage Bank Loan Agreement contains covenants that place restrictions on, among other things, the incurrence of debt, granting of liens and sale of assets. The Heritage Bank Loan Agreement also contains financial covenants. As discussed above, the EBITDA loss covenant was eliminated in the eleventh amendment to the Credit Facility. The sole remaining financial covenants are a minimum asset coverage ratio and a minimum unrestricted cash balance of ~~$2,000,000,~~$1 million, both of which are measured at the end of each month. A violation of ~~any~~either of these covenants could result in an event of default under the Heritage Bank Loan Agreement. Upon the occurrence of such an event of default or certain other customary events of defaults, payment of any outstanding amounts under the Credit Facility may be accelerated and Heritage Bank’s commitment to extend credit under the Heritage Bank Loan Agreement may be terminated. The Heritage Bank Loan Agreement contains other representations and warranties, covenants, and other provisions customary to transactions of this nature.

The outstanding balance on the Credit Facility was ~~$624,347~~$0 and ~~$121,474~~$403,089 at December 31, ~~2019~~2022 and ~~2018~~2021 respectively, and the remaining available borrowing capacity was approximately ~~$424,000~~$1,000,000 and ~~$499,000,~~$460,000, respectively. As of December 31, ~~2019,~~2022, the Company was in compliance with all financial covenants.

The Company has received two loans under the Paycheck Protection Program (the “PPP”) administered by the United States Small Business Administration (the “SBA”) and authorized by the Keeping American Workers Employed and Paid Act, which is part of the Coronavirus Aid, Relief, and Economic Security Act, enacted on March 27, 2020.

On April 17, 2020, the Company entered into an unsecured promissory note for $913,063 (“the First PPP Loan”). In January 2021, the Company applied for forgiveness of the amount due on the First PPP Loan. On February 16, 2021, Heritage Bank confirmed that the First PPP Loan granted to the Company, in the original principal amount of $913,063 plus accrued interest of $7,610 thereon, was forgiven in full.

On April 27, 2021, the Company entered into an unsecured promissory note, dated as of April 26, 2021, for a second PPP loan (“the Second PPP Loan” and together with the First PPP Loan, the “PPP Loans”), with Heritage Bank under a second draw of the PPP administered by the SBA and authorized by the Keeping American Workers Employed and Paid Act. In September 2021, the Company applied for forgiveness of the amount due on the Second PPP Loan. On September 15, 2021, Heritage Bank confirmed that the Second PPP Loan granted to the Company, in the original principal amount of $913,063 plus accrued interest of $3,044 thereon, was forgiven in full.

See Note G – Debt in the Notes to the Consolidated Financial Statements under Item 15 of Part IV of this Annual Report on Form 10-K for a summary of the terms of the PPP Loans.

Cash used in operating activities of operations was ~~$1,875,846~~$3,598,322 and ~~$3,945,742~~$1,699,615 during the years ended December 31, ~~2019~~2022 and ~~2018,~~2021, respectively. As of December 31, ~~2019,~~2022, our primary capital needs included costs incurred to increase energy management sales, inventory procurement, and managing current liabilities. The working capital increase of approximately $3,434,000 during the year ended December 31, 2022 was primarily related to a $947,000 increase in accounts receivables, an approximate $720,000 decrease in accounts payables, a $481,000 increase in inventories, an $883,000 increase in cash and cash equivalents and a $403,000 reduction in the line of credit. The working capital changes during the year ended December 31, ~~2019~~2021 were primarily related to an approximate ~~$1,232,000~~$823,000 increase in accounts ~~receivable,~~payable, a ~~$468,000~~$563,000 decrease in ~~contract~~net inventories, a $155,000 net increase in accrued liabilities, which includes an $11,000 decrease for interest forgiven on the PPP Loans, partially offset by an approximate $857,000 increase in accounts payable, a $544,000 decrease in inventory, and a $326,000 decrease in prepaid expenses and other assets. The primary working capital change during the year ended December 31, 2018 were primarily related to an approximate $570,000 decrease in accounts payable, a $512,000 decrease in deferred revenues, a $434,000$592,000 increase in prepaid expenses, a ~~$401,000 increase in inventories and a $124,000 decrease in customer deposits. The cash outlays were partially offset by an approximate $144,000 expense related to stock compensation, a $454,000~~$161,000 increase in contract ~~liabilities~~assets, and a ~~$474,000 decrease~~$145,000 increase in accounts receivable. Accounts receivable fluctuates based on the negotiated billing terms with customers and collections. We purchase inventory based on forecasts and orders, and when those forecasts and orders change, the amount of inventory may also fluctuate. Accounts payable fluctuates with changes in inventory levels, volume of inventory purchases, and negotiated supplier and vendor terms.

Cash used in investing activities was $5,318 and $10,225 during the years ended December 31, 2019 and 2018, respectively. During the years ended December 31, 2019 and 2018, the cash used by investing activities reflects the purchases of property and equipment. Cash provided by financing activities was $502,873 and cash used in financing activities was $560,737 during the years ended December 31, 2019 and 2018, respectively. During the year ended December 31, 2019, $11,739,000 in cash proceeds were borrowed on the line of credit and $11,236,127 cash was used for payments on the line of credit.

~~We are working to manage our current liabilities while we continue to make changes in operations to improve our cash flow and liquidity position.~~

~~Management expects that global economic conditions,~~Cash used in ~~particular~~investing activities was $88,000 in purchasing capital equipment in 2022, with no such expenditure in 2021.

Cash provided by financing activities was $4,567,110 and $1,048,863 during the ~~impacts~~years ended December 31, 2022 and uncertainties of the COVID-19 outbreak and the decreasing price of energy, along with competition will continue to present a challenging operating environment through 2020; therefore working capital management will continue to be a high priority for 2020. The Company’s estimated cash requirements for operations over the next 12 months are anticipated to benefit2021, respectively. Proceeds from the ~~cost elimination~~$5,000,000 stock and ~~liquidity management actions that~~warrants issued to VDA in connection with the ~~Company has initiated. However, due to~~VDA Transaction combined with the ~~speed with which~~proceeds borrowed under the ~~COVID-19 pandemic is developing~~Heritage Bank Loan Agreement totaling $4,434,152, were partially offset by cash used for payments on the line of credit of $4,837,241 and repayment of Series B shares of $29,801 during the ~~uncertainty~~year ended December 31, 2022. Proceeds from the Second PPP loan were $913,063, proceeds borrowed from the line of ~~its duration~~credit were $6,764,968 and cash used for payments on the ~~timing~~line of ~~recovery, we are unable to predict at this time~~credit were $6,629,168 during the ~~extent to which the COVID-19 pandemic may impact our financial results, including liquidity.~~year ended December 31, 2021.

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

See Note B of– New Accounting Pronouncements in the Notes to the Consolidated Financial Statements under Item 15 of Part IV of this Annual Report on Form 10-K for a description of new accounting pronouncements.

See the Consolidated Financial Statements and Notes thereto commencing on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer each evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, ~~2019.~~2022. Based on these evaluations, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures required by paragraph (b) of Rule 13a-15 and 15d-15 were not effective as of December 31, ~~2019~~2022 as a result of the material weaknesses discussed below.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

With the participation of our Chief Executive Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2019~~2022 based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ~~("COSO"~~(“COSO”). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2019~~2022 based on the COSO framework criteria.

Management did not properly design or maintain effective controls over certain aspects of the control environment and monitoring components of COSO. We did not have a sufficient complement of accounting and financial personnel with an appropriate level of knowledge to address technical accounting and financial reporting matters in accordance with ~~generally accepted accounting principles~~GAAP and the Company’s overall financial reporting requirements. We also lack sufficient information technology resources to address our IT general control environment requirements. The failures within the control environment and monitoring components contributed to the following control activity level material weaknesses:

These control deficiencies could result in a misstatement of account balances resulting in a more than remote likelihood that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above constitute material weaknesses.

~~We are reviewing actions to remediate the identified material weaknesses.~~ As we continue to evaluate and work to improve our internal controls over financial reporting, our senior management may determine to take additional measures to address deficiencies or modify the remediation efforts. Until the remediation efforts that our senior management ~~identifies~~may identify as necessary are completed, tested and determined effective, the material weaknesses described above will continue to exist. At present, the Company does not expect to hire additional personnel to remediate these control deficiencies in the near future.

In light of these material weaknesses, we performed additional analyses and procedures in order to conclude that our consolidated financial statements as of and for the ~~years~~year ended December 31, ~~2019 and 2018~~2022 included in this Annual Report on Form 10-K were fairly stated in accordance with U.S. GAAP. Notwithstanding the identified material weaknesses, our management has concluded that the audited financial statements included in this Annual Report on Form ~~10K~~10-K for the ~~years~~year ended December 31, ~~2019 and 2018~~2022 fairly state, in all material respects, our financial position, results of operations, cash flows, and changes in stockholders’ equity as of and for the periods presented in accordance with U.S. GAAP.

Under applicable Securities Law, the Company is not required to obtain an attestation report from the Company's independent registered public accounting firm regarding internal control over financial reporting, and accordingly, such an attestation has not been obtained or included in this Annual Report.

Other than the material weaknesses discussed above, during the year ended December 31, ~~2019,~~2022, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Pursuant to General Instruction G(3), information on directors and executive officers of the Registrant and corporate governance matters is incorporated by reference from our definitive proxy statement ~~for the annual shareholder meeting~~on Schedule 14A in connection with our 2023 Annual Meeting of Stockholders, to be ~~held on May 28, 2020.~~filed within 120 days after December 31, 2022 (the “2022 Proxy Statement”).

The Board has approved, and Telkonet has adopted, a Code of Ethics that applies to all directors, officers and employees of the Company. A copy of the Company’s Code of Ethics was filed as Exhibit 14 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003 (filed with the Securities and Exchange Commission on March 30, 2004). In addition, the Company will provide a copy of its Code of Ethics free of charge upon request to any person submitting a written request to the Company’s Chief Executive Officer.

The Board adopted a written insider trading compliance policy to promote compliance with federal securities laws by directors, officers, employees, contractors and consultants of the Company and its affiliates, as well as any immediate family members sharing the household of any of the foregoing, and any entities controlled by any of the foregoing persons, including corporations, partnerships or trusts. The Company’s insider trading policy is included herein as Exhibit 19.1.

Pursuant to General Instruction G(3), information on executive compensation is incorporated by reference from ~~our definitive proxy statement~~the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022.

The Board, or any committee appointed by the Board to grant awards, grants awards without regard to the share price or the timing of the release of material nonpublic information and does not time grants for the ~~annual shareholder meeting~~purpose of affecting the value of executive compensation. Accordingly, it is our policy that our management team makes a good faith effort to advise the Board, or any committee appointed by the Board to grant awards, whenever it is aware that material nonpublic information is planned to be ~~held on May 28, 2020.~~released to the public in close proximity to the grant of equity awards.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Pursuant to General Instructions G(3), information on security ownership of certain beneficial owners and management and related stockholder matters are incorporated by reference from ~~our definitive proxy statement for~~ the ~~annual shareholder meeting~~Company’s 2023 Proxy Statement to be ~~held on May 28, 2020.~~filed with the SEC within 120 days after December 31, 2022.

The following table provides information concerning securities authorized for issuance pursuant to equity compensation plans approved by the Company’s stockholders and equity compensation plans not approved by the Company’s stockholders as of December 31, ~~2019.~~2022.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Pursuant to General Instruction G(3), information on certain relationships and related transactions and director independence is incorporated by reference from ~~our definitive proxy statement for~~ the ~~annual shareholder meeting~~Company’s 2023 Proxy Statement to be ~~held on May 28, 2020.~~filed with the SEC within 120 days after December 31, 2022.

Pursuant to General Instruction G(3), information on principal accounting fees and services is incorporated by reference from ~~our definitive proxy statement for~~ the ~~annual shareholder meeting~~Company’s 2023 Proxy Statement to be ~~held on May 28, 2020.~~ filed with the SEC within 120 days after December 31, 2022.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

We have audited the accompanying consolidated balance sheets of Telkonet, Inc. and subsidiaries (the ~~“Company”~~“Company and subsidiaries”) as of December 31, ~~2019~~2022 and ~~2018,~~2021, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended and the related notes (collectively referred to as the ~~“consolidated financial~~“financial statements”). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material ~~respects,~~aspects, the financial position of the Company at December 31, ~~2019~~2022 and ~~2018,~~2021, and the results of its operations and its cash flows for ~~each of~~ the years ~~in the period~~then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the consolidated financial statements, the Company has suffered operating losses, has negative operating cash flows and is dependent upon its ability to generate profitable operations in the future and/or obtain additional financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. In addition, as more fully described in Note A, the Company has been materially impacted by the outbreak of a novel coronavirus (COVID-19), which was declared a global pandemic by the World Health Organization in March 2020. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note A. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Notes B and M to the consolidated financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Codification Topic 842 – Leases.

These ~~consolidated~~ financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s ~~consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~(“PCAOB”)~~(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~/s/ BDO USA, LLP~~The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of this critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~See accompanying notes to consolidated financial statements~~Revenue recognition on turnkey solution customer contracts ongoing at year-end

As described in Note A to the financial statements, revenue from customer contracts which encompass both product and installation services are referred to as “turnkey solutions” and contain a single performance obligation. Revenue from turnkey solution customer contracts is recognized over time using an output measure based on the number of rooms installed. We identified revenue recognition on turnkey solution customer contracts ongoing at year-end as a critical audit matter because of the estimates used by management to measure progress and the impact these estimates have on revenue recognition.

~~TELKONET, INC.~~How the Critical Audit Matter Was Addressed in the Audit

~~See accompanying notes~~Our audit procedures related to ~~consolidated financial statements~~evaluating the estimates used by management in the determination of the accounting for turnkey solution customer contracts ongoing at year-end included the following, among others:

We selected a sample of turnkey solution customer contracts ongoing at year-end and evaluated management’s calculation of revenue recognized over time by performing the following procedures:

~~See accompanying notes to~~We have served as the ~~consolidated financial statements~~

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.

Telkonet, Inc. (the “Company”, “Telkonet”), formed in 1999 and incorporated under the laws of the state of Utah, is the creator of the EcoSmart ~~Platform~~and the Rhapsody Platforms of intelligent automation solutions designed to optimize energy efficiency, comfort and analytics in support of the emerging Internet of Things (“IoT”).

In 2007, the Company acquired substantially all of the assets of Smart Systems International (“SSI”), which was a provider of energy management products and solutions to customers in the United States and Canada and the precursor to the Company’s EcoSmart platform. ~~The EcoSmart platform provides~~In 2020, the Company launched the Rhapsody Platform, which simplifies the installation and setup of the Company’s newest products and integrations. Both platforms provide comprehensive savings, management reporting, analytics and virtual engineering of a customer’s portfolio and/or property’s room-by-room energy consumption. Telkonet has deployed more than a half million intelligent devices worldwide in properties within the hospitality, educational, governmental and other commercial markets. The ~~EcoSmart platform is~~platforms are recognized as a solution for reducing energy consumption, operational costs and carbon footprints, and eliminating the need for new energy generation in these marketplaces – all whilst improving occupant comfort and convenience.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Telkonet Communications, Inc., operating as a single reportable business segment.

~~Going Concern~~VDA Transaction and ~~Management’s Plan~~Change in Control

On August 6, 2021, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with VDA Group S.p.A., an Italian joint stock company (“VDA”), pursuant to which VDA would, at the Closing (as defined in the Purchase Agreement), contribute $5 million to Telkonet (the “Financing”) and, in exchange, Telkonet would issue to VDA: (i) 162,900,947 shares of Company Common Stock (the “Issuance”); and (ii) a warrant to purchase 105,380,666 additional shares of Common Stock (the “Warrant”) (the Issuance and the Warrant referred to collectively herein as the “VDA Transaction”). The Closing occurred on January 7, 2022.

~~The accompanying financial statements have been prepared~~Following the issuance of 162,900,947 shares of Common Stock to VDA upon the Closing, VDA owns 53% of the issued and outstanding Common Stock on a ~~going concern~~fully diluted as exercised/converted basis, ~~which assumes the Company will be able to realize its assets and discharge its liabilities~~resulting in ~~the normal course~~a change of business for the foreseeable future and, thus, do not include any adjustments relating to the recoverability and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern.

Since inception through December 31, 2019, we have incurred cumulative losses of $125,105,539 and have never generated enough funds through operations to support our business. For the year ended December 31, 2019, the Company had negative operating cash flow of $1,875,846 from operations. The Company’s ability to continue as a going concern is dependent upon generating profitable operations in the future and obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There can be no assurance that the Company will be able to secure such financing at commercially reasonable terms, if at all. If cash resources become insufficient to meet the Company’s ongoing obligations, the Company will be required to scale back or discontinue portions of its operations or discontinue operations entirely, whereby, the Company’s shareholders may lose some or all of their investment.

The Company’s Board also continues to consider strategic alternatives to maximize shareholder value, including but not limited to, a sale of the Company, an investment in the Company, a merger or other business combination, a sale of all or substantially all assets or a strategic joint venture. However, these actions are not solely within the control of the Company. ~~At March 30, 2020, no definitive alternatives had been identified.~~VDA could eventually own as much as 65% of the issued and outstanding Common Stock on a fully diluted as exercised/converted basis if it fully exercises the Warrant.

~~During the second half of 2019, the~~The Company began initiating a number of cost elimination and liquidity management actions, including, reviewing opportunities to decrease spend with third party consultants and providers, strategically reviewing whether orhas elected not to ~~fill employee positions in the event of vacancies, and implementing sales campaigns~~apply pushdown accounting adjustments to sell slow-moving inventory and reducing existing inventory volumes. Management expects these actions will continue to reduce operating losses. The full impact of these actions is not expected to be reflected in the Company’s financial statements ~~in the next twelve months. There is no guarantee these actions, nor any other actions identified, will yield profitable operations in the foreseeable future.~~

On January 30, 2020 the World Health Organization (“WHO”) announced a global health emergency because of a new strain of a novel coronavirus in Wuhan, China (the “COVID-19 outbreak”) and the risksrelated to the ~~international community~~change in control as the virus spreads globally beyond its point of operations. In March 2020, the World Health Organization classified the COVID-19 outbreak a pandemic, based on the rapid increase in exposure globally. The spread of the COVID-19 outbreak has caused significant volatility and uncertainty in U.S. and international markets. The COVID-19 outbreak has and could continue to impact demand for our products, customers’ ability to meet payment obligations to the Company, our supply chain and production capabilities, and our workforces’ ability to deliver our products and services. At this time, the disruption is expected to be temporary; however, the length or severity of this pandemic is unknown. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. While we expect this disruption to have a material adverse impact our results of operations, financial condition and cash flows for the year 2020, the Company is unable to reasonably determine the impact at this time. Refer to Note P for further detail on this matter.

At December 31, 2019, the Company had approximately $3,300,600 of cash and approximately $424,000 of availability on its credit facility. The Company currently expects to draw on these cash reserves and utilize the credit facility to finance its near term working capital needs. It expects to continue to incur operating losses and negative operating cash flows for one year beyond the date of these financial statements. The Credit Facility provides us with needed liquidity to assist in meeting our obligations or pursuing strategic objectives. Continued operating losses will deplete these cash reserves and could result in a violation of the financial covenants. Consequently, repayment of amounts borrowed under the Credit Facility may be accelerated and Heritage Bank’s commitment to extend credit under the Heritage Bank Loan Agreement may be terminated. The occurrence of any of these events could have a material adverse effect on our business and results of operations.

~~Accordingly, and in light of the Company’s historic losses, there is substantial doubt about the Company’s ability to continue as a going concern.~~allowed by Accounting Standards Update No. 2017-17.

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company has never experienced any losses related to these balances. With respect to trade receivables, the Company performs ongoing credit evaluations of its customers’ financial conditions and limits the amount of credit extended when deemed necessary. The Company provides credit to its customers primarily in the United States in the normal course of business. The Company routinely assesses the financial strength of its customers and, as a consequence, believes its trade receivables credit risk exposure is limited.

The Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents.

Accounts receivable are uncollateralized customer obligations due under normal trade terms. The Company records allowances for doubtful accounts based on customer-specific analysis and general matters such as current assessment of past due balances and economic conditions. The Company writes off accounts receivable when they become uncollectible. The allowance for doubtful accounts was ~~$55,039~~$32,058 and ~~$65,542~~$5,563 at December 31, ~~2019~~2022 and ~~2018,~~2021, respectively. Management identifies a delinquent customer based upon the delinquent payment status of an outstanding invoice, generally greater than 30 days past due date. The delinquent account designation does not trigger an accounting transaction until such time the account is deemed uncollectible. The allowance for doubtful accounts is determined by examining the reserve history and any outstanding invoices that are over 30 days past due as of the end of the reporting period. Accounts are deemed uncollectible on a case-by-case basis, at management’s discretion based upon an examination of the communication with the delinquent customer and payment history. Typically, accounts are only escalated to “uncollectible” status after multiple attempts at collection have proven unsuccessful.

~~The allowance for doubtful accounts for the years ended December 31 are as follows:~~

In accordance with Accounting Standards Codification ASC 360 “Property Plant and Equipment”, property and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives range from 2 to 10 years.

The Company accounts for the fair value of financial instruments in accordance with ASC 820, which defines fair value for accounting purposes, ~~established~~establishes a framework for measuring fair value and expanded disclosure ~~requirements regarding fair value measurements.~~requirements. Fair value is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company categorizes financial assets and liabilities that are recurring, at fair value into a three-level hierarchy in accordance with these provisions.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, line of credit and certain accrued liabilities. The carrying amounts of these assets and liabilities approximate fair value due to the short maturity of these instruments (Level 1 instruments), except for the line of credit. The carrying amount of the line of credit approximates fair value due to the interest rate and terms approximating those available to the Company for similar obligations (Level 2 instruments).

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10. Recoverability is measured by comparison of the carrying amount to the future net cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Based on the assessment for impairment performed during ~~2019~~2022 and ~~2018,~~2021, no impairment was recorded.

The Company computes earnings per share under ASC 260-10, “Earnings ~~Per~~per Share”. Basic net income (loss) per common share is computed using the weighted average shares outstanding. Diluted net income (loss) per common share is computed using the treasury stock method, which assumes that the proceeds to be received on exercise of outstanding stock options and warrants are used to repurchase shares of the Company at the average market price of the common shares for the year. Dilutive common stock equivalents consist of shares issuable upon the exercise of the Company's outstanding stock options and warrants. For ~~both~~the years ended December 31, ~~2019~~2022 and ~~2018,~~2021, there were ~~3,599,793~~108,704,218 and 3,349,793 shares respectively of common stock underlying options and warrants excluded due to these instruments being ~~anti-dilutive, respectively.~~anti-dilutive.

Shares used in the calculation of diluted EPS for the years ended December 31, 2022 and 2021 are summarized below:

The preparation of financial statements in conformity with United States of America (U.S.) generally accepted accounting principles (“GAAP”) requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used when accounting for items and matters such as revenue recognition and allowances for uncollectible accounts receivable, inventory obsolescence, depreciation and amortization, long-lived assets, taxes and related valuation allowance, income tax provisions, stock-based compensation, and contingencies. The Company believes that the estimates, judgments and assumptions are reasonable, based on information available at the time they are made. Actual results may differ from those estimates.

The Company accounts for income taxes in accordance with ASC 740-10 “Income Taxes.” Under this method, deferred income taxes (when required) are provided based on the difference between the financial reporting and income tax bases of assets and liabilities and net operating losses at the statutory rates enacted for future ~~periods.~~periods, expected when the differences reverse. The Company has a policy of establishing a valuation allowance when it is more likely than not that the Company will not realize the benefits of its deferred income tax assets in the future.

The Company follows ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10-25 also provides guidance on de-recognition, classification, treatment of interest and penalties, and disclosure of such positions.

A contract does not exist if ~~each~~either party to the contract has the unilateral right to terminate a wholly unperformed contract without compensating the other party (or parties). Nearly all of the Company’s contracts do not contain such mutual termination rights for convenience. All contracts are in written form.

The Company will enter into product only contracts that contain a single performance obligation related to the transfer of ~~EcoSmart~~ products to a customer.

The Company also offers technical phone support services to customers. This service is considered a separate performance obligation.

Customer contracts will typically contain upfront deposits that will be applied against future invoices, as well as customer retainage. The intent of any required deposit or retainage is to ensure that the obligations of either party are honored and follow customary industry practices. In addition, the Company will typically be paid in advance at the beginning of any support contracts, consistent with industry practices. None of these payment provisions are intended to represent significant implicit financing. The Company’s standard payment terms are thirty days from invoice date. Products are fully refundable when returned in their original packaging without damage or defacing less a restocking fee. Historical returns have shown to be immaterial. The Company offers a standard one-year assurance warranty. However, customers can purchase an extended warranty. Under the ~~new~~revenue recognition standard, extended warranties are accounted for as a service warranty, requiring the revenue to be recognized over the extended service periods. Contracts involving an extended warranty are immaterial and will continue to be combined with technical phone support services revenue and recognized on a straight-line basis over the term of the contract.

Revenues from customer contracts are allocated to the separate performance obligations based on their relative stand-alone selling price (“SSP”) at contract inception. The SSP is the price at which the Company would sell a promised good or service separately. The best evidence of an SSP is the observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar customers. However, turnkey solutions are sold for a broad range of amounts resulting from, but not limited to, tiered discounting for ~~value added~~value-added resellers (“VAR”) based upon committed volumes and other economic factors. Due to the high variability of our pricing, the Company cannot establish a reliable SSP using observable data. Accordingly, the Company uses the residual approach to allocate the transaction price to performance obligations related to its turnkey solutions. When support services are not included within the turnkey solution, the residual method is not utilized and no allocation of the transaction price to the performance obligation is necessary.

All support service agreements, whether single or multi-year terms, automatically renew for one-year terms at a suggested retail price (“SRP”). Support service renewals are consistently priced and therefore would support the use of SRP as the best estimate of an SSP for such performance obligations.

Revenues from support services are recognized over time, in even daily increments over the term of the contract, and are presented as “Recurring Revenue” in the Statement of Operations.

Contract liabilities include deferrals for the monthly support service fees. Long-term contract liabilities represent support service fees that will be recognized as revenue after December 31, ~~2020.~~2023.

The Company records a liability for potential warranty claims in cost of sales at the time of sale. The amount of the liability is based on the trend in the historical ratio of claims to sales, the historical length of time between the sale and resulting warranty claim, new product introductions and other factors. The products sold are generally covered by a warranty for a period of one year. In the event the Company determines that its current or future product repair and replacement costs exceed its estimates, an adjustment to these reserves would be charged to earnings in the period such determination is made. For the years ended December 31, ~~2019~~2022 and ~~2018,~~2021, the Company experienced returns of approximately 1% to 3% of ~~material’s~~materials included in cost of ~~sales.~~sales, respectively. As of December 31, ~~2019~~2022 and ~~2018,~~2021, the Company recorded warranty liabilities in the amount of ~~$58,791~~$13,663 and ~~$46,103,~~$46,650, respectively, using this experience factor range.

The Company follows the policy of charging the costs of advertising to expenses as incurred. The Company incurred ~~$54,945~~$3,502 and ~~$108,632~~$10,104 in advertising costs during the years ended December 31, ~~2019~~2022 and ~~2018,~~2021, respectively.

The Company accounts for research and development costs in accordance with ~~the~~ ASC 730-10, “Research and Development”. Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. Total expenditures on research and product development for ~~2019~~2022 and ~~2018~~2021 were ~~$1,737,385~~$1,070,473 and ~~$1,879,676,~~$1,129,957, respectively.

The Company accounts for stock-based awards in accordance with ASC 718-10, “Share-Based Compensation”, which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to the Company’s employees and directors, including employee stock options and restricted stock awards. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will hold vested stock options before exercising them, the estimated volatility of the Company’s common stock price and the number of options that will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in the Company’s consolidated statements of operations.

The expected term of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. ~~For 2018 and prior years,~~The expected stock price volatility is based on the historical volatility of the Company’s stock for the related expected term.

Stock-based compensation expense in connection with options granted to employees was $0 and $7,262for the years ended December 31, ~~2019~~2022 and ~~2018 was $7,262 and $6,404,~~2021 respectively.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides guidance for estimating credit losses on certain types of financial instruments, including trade receivables, by introducing an approach based on expected losses. The expected loss approach will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The guidance ~~is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The guidance~~ requires a modified retrospective transition method and early adoption is permitted.

In November 2019, FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases (“ASU 2019-10”), which defers the adoption of ASU 2016-13 for smaller reporting companies until January 1, 2023. The Company will continue to evaluate the impact of ASU 2016-13 on its consolidated financial statements.

Management has evaluated other recently issued accounting pronouncements and does not believe any will have a significant impact on our consolidated financial statements and related disclosures.

Effective January 1, 2019, the Company has adopted ASU 2016-02, Leases (“ASU 2016-02”), subsequently amended in 2018 by ASU 2018-10, ASU 2018-11 and ASU 2018-20 and codified in ASC 842, Leases (“ASC 842”). ASC 842 is effective for annual periods beginning after December 15, 2018 and interim periods thereafter. Earlier application was permitted, however the Company did not elect to do so. ASC 842 supersedes current lease guidance in ASC 840 and requires a lessee to recognize a right-of-use asset and a corresponding lease liability for substantially all leases. The lease liability will be equal to the present value of the remaining lease payments while the right-of-use asset will be similarly calculated and then adjusted for initial direct costs. In addition, ASC 842 expands the disclosure requirements to increase the transparency and comparability of the amount, timing and uncertainty of cash flows arising from leases.

The Company chose to elect available practical expedients permitted under the guidance, which among other items, allowed the Company to carry forward its historical lease classification to not reassess leases for the definition of lease under the new standard, and to not reassess initial direct costs for existing leases. Refer below for practical expedient package adopted:

Upon the adoption of ASC 842, the Company elected to not recognize a right-of-use asset and related lease liability for leases with an initial term of 12 months or less as an accounting policy choice and elected to account for lease and non-lease components as a single lease component.

The Company elected to utilize the new alternative transition approach introduced by ASU 2018-11, under which the standard is adopted and measured from the first date of the fiscal year under adoption, in this case January 1, 2019. Comparative periods are presented in accordance with Topic 840 and do not include any retrospective adjustments to comparative periods to reflect the adoption of Topic 842.

As of December 31, 2019, $0.9 million was included in total other assets, $0.2 million in total current liabilities, and $0.8 million in total long-term liabilities. There was no impact on our Condensed Consolidated Statements of Operations. Refer to Note M for further discussion.

The following table presents the Company’s product and recurring revenues disaggregated by industry for the year ended December 31, ~~2019.~~2022.

The following table presents the Company’s product and recurring revenues disaggregated by industry for the year ended December 31, ~~2018.~~2021.

As of December 31, ~~2019,~~2022, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately ~~$0.8 million.~~$0.4 million. Except for support services, the Company expects to recognize ~~100%~~100% of the remaining performance obligations over the next six months. As of December 31, ~~2018,~~2021, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately ~~$1.68 million.~~

Often, the Company will require customers to pay a deposit upon contract signing that will be applied against work performed or products shipped. In addition, the Company will often invoice the full term of support at the start of the support period. Billings that occur prior to revenue recognition result in contract liabilities. The change in the contract liability balance during the 12 month period ended December 31, ~~2019~~2022 is the result of cash payments received and billing in advance of satisfying performance obligations.

Costs to ~~fulfill~~complete a turnkey contract primarily relate to the materials cost and direct labor and are recognized proportionately as the performance obligation is satisfied. The Company will defer cost to ~~fulfill~~complete a contract when materials have shipped (and control over the materials has transferred to the customer), but an insignificant amount of rooms have been installed. The Company will recognize any deferred costs in proportion to revenues recognized from the related turnkey contract. The Company does not expect deferred contract costs to be long-lived since a typical turnkey project takes approximately sixty days to complete. Deferred contract costs are generally presented as ~~other~~ current assets in the ~~condensed consolidated balance sheets.~~Consolidated Balance Sheet.

The Company incurs incremental costs to obtain a contract in the form of sales commissions. These costs, whether related to performance obligations that extend beyond twelve months or not, are immaterial and will continue to be recognized in the period incurred within selling, general and administrative expenses.

Components of accounts receivable as of December 31, ~~2019~~2022 and ~~2018~~2021 are as follows:

The Company’s property and equipment as of December 31, ~~2019~~2022 and ~~2018~~2021 consists of the following:

Depreciation and amortization expense included as a charge to income was ~~$66,082~~$43,832 and ~~$67,107~~$43,471 for the years ended December 31, ~~2019~~2022 and ~~2018,~~2021, respectively.

~~Accrued~~Current accrued liabilities ~~and expenses~~ as of December 31, ~~2019~~2022 and ~~2018~~2021 are as ~~follows~~:follows:

On September 30, 2014, the Company entered into a loan and security agreement (the “Heritage Bank Loan Agreement”), with Heritage Bank of Commerce, a California state chartered bank (“Heritage Bank”), governing a revolving credit facility in a principal amount not to exceed ~~$2,000,000~~$2,000,000 (subsequently reduced to $1,000,000 on December 13, 2021), (the “Credit Facility”). Availability of borrowings under the Credit Facility is subject to a borrowing base calculation based on the Company’s eligible accounts receivable and eligible inventory each multiplied by an applicable advance rate, with an overall limitation tied to the Company’s eligible accounts receivable. The ~~Heritage Bank Loan Agreement~~Credit Facility is secured by all of the Company’s assets. The Credit Facility is available for working capital and other general business purposes.

The outstanding principal balance of the Credit Facility bears interest at the Prime Rate plus 3.00%, which was ~~7.75% at~~10.5% on December 31, ~~2019~~2022 and ~~8.50% at~~6.25% on December 31, ~~2018.~~2021. On October 9, 2014, as part of the Heritage Bank Loan Agreement, Heritage Bank was granted a warrant to purchase 250,000 shares of Telkonet common ~~stock, for further information on the accounting for warrants, refer to Note J.~~stock. The warrant ~~has~~had an exercise price of ~~$0.20~~$0.20 and ~~expires~~ expired October 9, ~~2021.~~2021. On November 6, 2019, the Company entered into an eleventh amendment to the ~~Credit Facility was executed~~Heritage Bank Loan Agreement to extend the revolving maturity date to September 30, 2021, unless earlier accelerated under the terms of the Heritage Bank Loan Agreement, and eliminate the maximum EBITDA loss covenant. The ~~eleventh amendment~~Eleventh Amendment was effective as of September 30, 2019.

On September 30, 2021, the Company entered into a twelfth amendment to the Heritage Bank Loan Agreement (the “Twelfth Amendment”) to extend the revolving maturity date to December 31, 2021, unless earlier accelerated under the terms of the Heritage Bank Loan Agreement. In addition, subject to certain conditions as specified in the Twelfth Amendment, Heritage Bank consented to the VDA Transaction (as described above in Note A – Basis of Presentation and Significant Accounting Policies - Business) between the Company and VDA, and acknowledged and agreed that certain events occurring in connection with the VDA Transaction, including the change of control of the Company resulting from the VDA Transaction, do not constitute Events of Default as defined in the Heritage Bank Loan Agreement.

On December 13, 2021, the Company entered into a thirteenth amendment to the Heritage Bank Loan Agreement (the “Thirteenth Amendment”) to extend the revolving maturity date to March 31, 2022, unless earlier accelerated under the terms of the Heritage Bank Loan Agreement. In addition, the Thirteenth Amendment reduced the credit extension amount to $1,000,000 and reduced unrestricted cash maintained in the Company’s accounts at Heritage Bank to be at least $1,000,000, rather than $2,000,000.

On March 10, 2022, the Company entered into a fourteenth amendment to the Heritage Bank Loan Agreement to extend the revolving maturity date to June 30, 2023, unless earlier accelerated under the terms of the Heritage Bank Loan Agreement.

The Heritage Bank Loan Agreement contains covenants that place restrictions on, among other things, the incurrence of debt, granting of liens and sale of assets. The Heritage Bank Loan Agreement also contains financial covenants. As discussed above, the EBITDA loss covenant was eliminated in the ~~eleventh amendment to the Credit Facility.~~Eleventh Amendment. The sole financial covenants are a minimum asset coverage ratio and a minimum unrestricted cash balance of $2$1 million, both of which are measured at the end of each month. A violation of ~~any~~either of these covenants could result in an event of default under the Heritage Bank Loan Agreement. Upon the occurrence of such an event of default or certain other customary events of defaults, payment of any outstanding amounts under the Credit Facility may be accelerated and Heritage Bank’s commitment to extend credit under the Heritage Bank Loan Agreement may be terminated. The Heritage Bank Loan Agreement contains other representations and warranties, covenants, and other provisions customary to transactions of this nature.

The outstanding balance on the Credit Facility was ~~$624,347~~$0 and ~~$121,474~~$403,089 at December 31, ~~2019~~2022 and ~~2018~~December 31, 2021 respectively, and the remaining available borrowing capacity was approximately ~~$424,000~~$1,000,000 and ~~$499,000,~~$460,000, respectively. As of December 31, ~~2019,~~2022, the Company was in compliance with all financial covenants.

The total amount forgiven in 2021 for principal and accrued interest under the PPP Loans was $1,836,780 and is shown as a gain on debt extinguishment.

The Company has designated 215 shares of preferred stock as Series A Preferred Stock (“Series A”). Each share of Series A is convertible, at the option of the holder thereof, at any time, into shares of the Company’s common stock at a conversion price of ~~$0.363~~$0.363 per share. On November 16, 2009, the Company sold 215 shares of Series A with attached warrants (since expired) to purchase an aggregate of 1,628,800 shares of the Company’s common stock at ~~$0.33~~$0.33 per share. The Series A shares were sold at a price per share of $5,000 and each Series A share is convertible into approximately 13,774 shares of common stock at a conversion price of ~~$0.363~~$0.363 per share. The Company received ~~$1,075,000~~$1,075,000 from the sale of the Series A shares. In prior years, 30 of the preferred shares issued on November 16, 2009 were converted to shares of the Company’s common stock. In a prior year, the redemption feature available to the Series A holders expired.

The Company has ~~authorized~~ designated 567 shares of preferred stock as Series B Preferred Stock (“Series B”). Each share of Series B is convertible, at the option of the holder thereof, at any time, into shares of the Company’s common stock at a conversion price of ~~$0.13~~$0.13 per share. On August 4, 2010, the Company sold 267 shares of Series B with attached warrants (since expired) to purchase an aggregate of 5,134,626 shares of the Company’s common stock at ~~$0.13~~$0.13 per share. The Series B shares were sold at a price per share of $5,000 and each Series B share was convertible into approximately 38,461 shares of common stock at a conversion price of ~~$0.13~~$0.13 per share. The Company received ~~$1,335,000~~$1,335,000 from the sale of the Series B shares on August 4, 2010. On April 8, 2011, the Company sold 271 additional shares of Series B with attached warrants (since expired) to purchase an aggregate of 5,211,542 shares of the Company’s common stock at ~~$0.13~~$0.13 per share. The Series B shares were sold at a price per share of $5,000 and each Series B share was convertible into approximately 38,461 shares of common stock at a conversion price of ~~$0.13~~$0.13 per share. The Company received ~~$1,355,000~~$1,355,000 from the sale of the Series B shares on April 8, 2011. In prior years, 486 of the preferred shares issued on August 4, 2010 and April 8, 2011 were converted to shares of the Company’s common stock. In a prior year, the redemption feature available to the Series B holders expired.

Preferred stock carries certain preference rights as detailed in the Company’s Amended Articles of Incorporation related to both the payment of dividends and as to payments upon liquidation in preference to any other class or series of capital stock of the Company. As of December 31, ~~2019,~~2022, the liquidation preference of the preferred stock is based on the following order: first, Series B with a preference value of ~~$455,904,~~$518,428, which includes cumulative accrued unpaid dividends of ~~$195,904,~~$258,428, and second, Series A with a preference value of ~~$1,674,195,~~$1,855,454, which includes cumulative accrued unpaid dividends of ~~$749,195.~~$950,454. As of December 31, ~~2018,~~2021, the liquidation preference of the preferred stock is based on the following order: first, Series B with a preference value of ~~$435,081,~~$497,605, which includes cumulative accrued unpaid dividends of ~~$175,081,~~$237,605, and second, Series A with a preference value of ~~$1,600,168,~~$1,822,450, which includes cumulative accrued unpaid dividends of ~~$675,168.~~$897,450.

The Company has authorized 15,000,000 shares of preferred stock, with a par value of ~~$.001~~$.001 per share. ~~The~~Of those shares, the Company has ~~authorized~~ designated 215 shares as Series A preferred stock and 567 shares as Series B preferred stock. At December 31, ~~2019 and 2018,~~2022, there were ~~185~~181 shares of Series A and 52 shares of Series B outstanding. At December 31, 2021, there were 185 shares of Series A and 52 shares of Series B outstanding ~~respectively.~~

~~The~~As of December 31, 2022 and December 31, 2021, the Company has authorized ~~190,000,000~~475,000,000 shares of common stock with a par value of ~~$.001~~$.001 per share. As of December 31, ~~2019~~2022 and ~~2018,~~2021, the Company had ~~135,990,491~~299,212,282 and ~~134,793,211~~136,311,335 shares of common ~~shares~~stock issued and outstanding, respectively.

During the ~~years~~year ended December 31, ~~2019 and 2018,~~2022, the Company issued ~~1,197,280~~to VDA 162,900,947 of Company Common Stock and ~~1,098,100~~a warrant to purchase 105,380,666 additional shares of Common Stock. During the year ended December 31, 2021, the Company issued 320,844 shares of common stock ~~respectively~~ to directors for services performed during ~~2019 and 2018.~~2020. These shares were valued at ~~$132,000 and $144,000, respectively,~~$18,000, which approximated the fair value of the shares when they were issued.

During the years ended December 31, ~~2019~~2022 and ~~2018,~~ 2021, no warrants were exercised. ~~These warrants were originally granted to shareholders of the April 8, 2011 Series B preferred stock issuance.~~

During the years ended December 31, ~~2019~~2022 and ~~2018,~~ 2021, no shares of Series A or B preferred stock were converted to shares of common stock.

The Company maintains an equity incentive plan (the ~~“Plan”~~“2020 Plan”). The 2020 Plan was established in ~~2010~~2020 as an incentive plan for officers, employees, non-employee directors, prospective employees and other key persons. The 2020 Plan replaced the 2010 Amended and Restated Stock Option and Incentive Plan, as amended (the “2010 Plan”), which expired on November 17, 2020. The 2020 Plan is administered by the Board of Directors or the compensation committee, which is comprised of not less than two non-employee directors who are independent. A total of 10,000,000 shares of stock were reserved and available for issuance under the 2020 Plan. The exercise price per share for the stock covered by a stock option granted shall be determined by the administrator at the time of grant but shall not be less than 100 percent of the fair market value on the date of grant. The term of each stock option shall be fixed by the administrator, but no stock option shall be exercisable more than ten years after the date the stock option is granted. As of December 31, ~~2019,~~2022, there were approximately ~~409,269~~10,000,000 shares remaining for issuance inunder the 2020 Plan.

It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a better alignment of their interests with those of the Company and its stockholders.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company under the 2010 Plan as of December 31, ~~2019.~~2022. No options have been issued under the 2020 Plan.

Transactions involving stock options issued to employees are summarized as follows:

The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures. The Company estimates the volatility of the Company’s common stock based on the calculated historical volatility of the Company’s common stock using the share price data for the trailing period equal to the expected term prior to the date of the award. The Company bases the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The Company has not paid any cash dividends on the Company’s common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes option valuation model. The Company uses historical data to estimate pre-vesting option forfeitures and records share-based compensation for those awards that are expected to vest. In accordance with ASC 718-10, the Company calculates share-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience.

~~The following table summarizes the assumptions used to estimate the fair value of options granted during the year ended December 2018, using the Black-Scholes option-pricing model:~~

~~The total estimated fair value of the options granted during the~~ years ended December 31, ~~2019~~2022 and ~~2018 was $0 and $244.~~ 2021.

The total fair value of underlying shares related to options that vested during the years ended December 31, ~~2019~~2022 and ~~2018~~2021 was ~~$8,174~~$0 and ~~$6,811. Future compensation expense related to non-vested options at December 31, 2019 was $11,178 and will be recognized over the next 2.0 years.~~$5,053, respectively. The aggregate intrinsic value of the vested options was zero 0as of December 31, ~~2019~~2022 and ~~2018.~~2021. During the year ended December 31, ~~2019,~~ 2022 no options were granted, exercised or cancelled, orbut 822,946 expired. ~~For~~During the year ended December 31, ~~2018,~~ 2021 no options were granted, or exercised, ~~and there were 1,094,075 options that were~~ cancelled or expired. Total stock-based compensation expense in connection with options granted to employees recognized in the ~~condensed~~ consolidated statements of operations for the years ended December 31, ~~2019~~2022 and ~~2018~~2021 was ~~$7,262,~~$0 and ~~$6,405,~~$7,262 respectively.

The following table summarizes the changes in warrants outstanding and the related exercise ~~prices~~price for the warrants ~~issued to the debt holder in relation to the revolving credit facility, see Note G.~~issued.

~~There were no~~The active warrants ~~granted, exercised, cancelled or forfeited during~~relate to those owned by VDA as a result of the ~~years ended December 31, 2019 and 2018.~~VDA Transaction, which closed on January 7, 2022.

NOTE K – ~~STOCK ISSUANCE TO NON-EMPLOYEE DIRECTORS~~RELATED PARTY TRANSACTIONS

During the years ended December 31, ~~2019~~2022 and ~~2018,~~2021, the Company ~~issued common stock in the amount of $132,000 and $144,000 and pay~~paid cash consideration of ~~$20,000~~$311,960 and ~~$0,~~$0, respectively to the Company’s non-employee directors as compensation for their attendance and participation in the Company’s Board of Director and committee meetings. The amount payable to directors at December 31, 2022 and 2021 was $8,333 and $223,000, respectively.

During the year ended December 31, 2022, the Company recognized revenue of $98,289 from VDA. Accounts receivable from VDA totaled $93,083 at December 31, 2022.

During the year ended December 31, 2022, the Company had purchases from VDA of $56,963. Accounts Payable and accrued expenses to VDA at December 31, 2022 totaled $44,175.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, the following that impact the Company: (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent; (2) eliminating the corporate alternative minimum tax; (3) creating a new limitation on deductible interest expense; (4) limiting the deductibility of certain executive compensation; and (5) limiting certain other deductions.

The Company follows ASC 740-10 “Income Taxes” which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

A reconciliation of tax expense computed at the statutory federal tax rate on loss from operations before income taxes to the actual income tax (benefit) ~~/expense~~/ expense is as follows:

Deferred income taxes include the net tax effects of net operating loss (NOL) carry forwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:

A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability of the Company to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions. As of December 31, ~~2019~~2022 and December 31, ~~2018,~~2021, the Company’s valuation allowance, established for the tax benefit that may not be realized, totaled approximately ~~$21,490,000~~$23,000,000 and ~~$21,390,000,~~$22,730,000, respectively. The overall increase in the valuation allowance is related to insignificant fluctuations in the temporary differences and federal and state net operating losses.

At December 31, ~~2019~~2022 the Company had net operating loss carryforwards of approximately ~~$92,900,000~~$100,300,000 and ~~$22,000,000~~$26,700,000 for federal and state income tax purposes respectively, which will expire at various dates from ~~2020~~2023 – ~~2039.~~2042. There are approximately $13,300,000 of net operating losses that do not expire.

The Company’s NOL and tax credit carryovers may be significantly limited under Section 382 of the Internal Revenue Code (IRC). NOL and tax credit carryovers are limited under Section 382 when there is a significant “ownership change” as defined in the IRC. During 2022, and in 2005 and in prior years, the Company may have experienced such ownership changes that could have imposed such limitations.

The limitation imposed by Section 382 would place an annual limitation on the amount of NOL and tax credit carryovers that can be utilized. When the Company completes the necessary studies, the amount of NOL carryovers available may be reduced significantly. However, since the valuation allowance fully reserves for all available carryovers, the effect of the reduction would be offset by a reduction in the valuation allowance.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is generally no longer subject to U.S. federal income tax examinations by tax authorities for years before ~~2015~~2018 and various states before ~~2015.~~2018. Although these years are no longer subject to examination by the Internal Revenue Service (IRS) and various state taxing authorities, net operating loss carryforwards generated in those years may still be adjusted upon examination by the IRS or state taxing authorities if they have been or will be used in a future period.

The Company follows the provisions of uncertain tax positions as addressed in FASB Accounting Standards Codification 740-10-65-1. The Company recognized no change in the liability for unrecognized tax benefits. The Company has no tax positions at December 31, ~~2019~~2022 or ~~2018~~2021 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expense. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, ~~2019~~2022 or ~~2018.~~2021. The Company’s utilization of any net operating loss carryforwards may be unlikely due to its continuing losses.

In October 2013, the Company entered into a lease agreement for 6,362 square feet of commercial office space in Waukesha, Wisconsin for its corporate headquarters. The Waukesha lease would have expired in April 2021, but was subsequently amended and extended through April 30, 2026. On April 7, 2017 the Company executed an amendment to ~~its’~~its existing lease in Waukesha, Wisconsin to expand another 3,982 square feet, bringing the total leased space to 10,344 square feet. In addition, the lease term was extended from May 1, 2021 to April 30, 2026. The commencement date for this amendment was July 15, 2017.

In January 2016, the Company entered into a lease agreement for 2,237 square feet of commercial office space in Germantown, Maryland for its Maryland employees. The Germantown lease as amended was set to expire at the end of January 2018. In November 2017, the Company entered into a second amendment to the lease agreement extending the lease through the end of January 2019. In November 2018, the Company entered into a third amendment to the lease agreement extending the lease through the end of January 2022.

In May 2017, the Company entered into a lease agreement for 5,838 square feet of floor space in Waukesha, Wisconsin for its inventory warehousing operations. ~~The Waukesha~~This lease expires in on May ~~2024.~~31, 2024.

~~On January 1, 2019~~In November 2021, the Company ~~adopted ASC Topic 842 “Leases” (“ASC 842”), which supersedes ASC Topic 840 “Leases” (“ASC 840”), using the alternative transition method~~entered into a lease agreement for 425 square feet of ~~adoption.~~ commercial office space in Gaithersburg, Maryland. This lease would have expired in April 2021, but was subsequently amended and extended through November 30, 2023.

The Company has recognized and measured all leases that exist as at January 1, 2019 (the effective date) using a modified retrospective transition approach. Comparative periods are presented in accordance with Topic 840 and do not include any retrospective adjustments to comparative periods to reflect the adoption of Topic 842. Any cumulative-effect adjustments to retained earnings is recognized as of January 1, 2019. Upon adoption, we recognized our leases with greater than one year in duration on the balance sheet as right-of-use assets and lease liabilities. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification is based on criteria that are largely similar to those applied in prior lease accounting, but without explicit lines. We have made certain assumptions in judgments when applying ASC 842. Those judgments of most significance are as follows:

~~We determine~~determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company does not separate non-lease components from lease components to which they relate and accounts for the combined lease and non-lease components as a single lease component.

Operating leases are included in our ~~consolidated balance sheet~~Consolidated Balance Sheet as right-of-use assets, operating lease liabilities -– current and operating lease liabilities – ~~long term. Upon adoption, the Company determined there were no financing leases.~~long-term. We do not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less. Our current operating leases are for ~~facilities and office equipment.~~facilities. Our leases may contain renewal options; however, we do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. Some of our lease agreements may contain rent escalation clauses, rent holidays, capital improvement funding, or other lease concessions.

In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease agreement. ASC 842 requires us to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. When we cannot readily determine the discount rate implicit in the lease agreement, we utilize our current borrowing rate on our outstanding line of credit. The Company’s line of credit utilizes market rates to assess an interest rate. Refer to Note G for further discussion.

We recognize our minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. Payments are set on a pre-determined schedule within each lease agreement. We amortize this expense over the term of the lease beginning with the date of the standard adoption for current leases and beginning with the date of initial possession, which is the date we enter the leased space and begin to make improvements in the preparation for its intended use, for future leases. Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate and are recognized as incurred. Variable lease components consist primarily of the Company's proportionate share of common area maintenance, utilities, taxes and ~~insurance.~~

The Company does not, upon adoption of ASC 842, control a specific space or underlying asset used in providing a service by a third-party service provider, under any third party service agreements. Thereinsurance and are ~~no such arrangements that meet the definition under ASC 842.~~

In determining our right-of-use assets and lease liabilities, we apply a discount rate to the minimum lease payments within each lease agreement. ASC 842 requires us to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. When we cannot readily determine the discount rate implicitpresented as operating expenses in the Company’s statements of operations in the same line item as expense arising from fixed lease agreement, we utilize our current borrowing rate on our outstanding line of credit. The Company’s line of credit utilizes market rates to assess an interest rate. Refer to Note F for further discussion.

We lease certain property under non-cancelable operating leases, primarily facilities. The impact of the adoption of ASC 842 at January 1, 2019 created a right-of-use asset of $1,042,004, lease liability of $1,095,761 and unwound the $71,877 balance of the deferred lease liability account.payments.

The components of lease expense for the ~~year~~years ended December 31 ~~2019 were~~are as follows:

Other information related to leases as of December 31 ~~2019 was~~is as follows:

Future annual minimum operating lease payments as of December 31, ~~2019~~2022 were as follows:

~~Future annual minimum lease payments under non-cancelable leases as of December 31, 2018 prior to our adoption of ASU 2016-02, Leases (Topic 842) are as follows:~~

Rental expenses charged to operations for the years ended December 31, ~~2019~~2022 and ~~2018~~2021 was ~~$356,098~~$311,068 and ~~$342,975,~~$351,904, respectively.

The Company has employment agreements with certain of its key employees which include non-disclosure and confidentiality provisions for protection of the Company’s proprietary information.

~~Jason L. Tienor, President~~Under the terms of a Consulting Agreement dated January 7, 2022, Piercarlo Gramaglia will serve as Chief Executive Officer of the Company for a term of eighteen (18) months, unless earlier terminated pursuant to the terms of the Consulting Agreement. In exchange for his service as Chief Executive Officer, the Company will pay Mr. Gramaglia an annual fee of $30,000 and will pay his reasonable expenses associated with the performance of his duties as Chief Executive Officer.

John M. Srouji, Chief Sales & Operations Officer, is employed pursuant to an employment agreement with us ~~dated October~~effective February 1, ~~2018. Mr. Tienor’s~~2023 and expiring on May 31, 2026. The term of the employment agreement ~~has~~will automatically renew for an additional twelve months. Mr. Srouji will receive a base salary of $300,000 per year and bonuses and benefits based on the Company's internal policies and on participation in the Company's incentive and benefit plans.

Jeffrey J. Sobieski, Chief Technology Officer, is employed pursuant to an employment agreement with us effective February 1, 2023 and expiring May 31, 2026. The term of ~~two (2) years, which~~the employment agreement will automatically renew for a period of an additional twelve (12) months, ~~up to two times,~~ and provides for a base salary of ~~$222,800~~ $250,000 per year and bonuses and benefits based upon the Company’s internal policies and participation in the Company’s incentive and benefit plans. ~~The~~Per the agreement, also calls for a bonus to be paid upon the sale of the Company. The bonus will be equal to $20,000 if The Company’s shares are valued at minimum $0.20 per share, $35,000 if shares are valued at minimum $0.225 per share, or $50,000 if shares are valued at minimum $0.25 per share. If sale price exceeds $0.25 per share, Mr. ~~Tienor~~Sobieski is eligible to receive ~~an additional $6,000 for every $0.01 above~~ a ~~share price~~bonus, not to exceed 15% of ~~$0.25.~~his base salary, should predetermined objectives be met.

~~Jeffrey J. Sobieski,~~Richard E. Mushrush, Chief ~~Technology~~Financial Officer, is employed pursuant to an employment agreement with us ~~dated October~~effective February 1, ~~2018. Mr. Sobieski’s employment agreement has a~~2023 and expiring May 31, 2026. The term of ~~two (2) years, which~~the employment agreement will automatically renew for a period of an additional twelve (12) months, ~~up to two times,~~ and provides for a base salary of ~~$211,625~~ $122,000 per year and bonuses and benefits based upon the Company’s internal policies and participation in the Company’s incentive and benefit plans. ~~The~~Per the agreement, also calls for a bonus to be paid upon the sale of the Company. The bonus will be equal to $20,000 if the Company’s shares are valued at minimum $0.20 per share, $35,000 if shares are valued at minimum $0.225 per share, or $50,000 if shares are valued at minimum $0.25 per share. If sale price exceeds $0.25 per share, Mr. Sobieski is eligible to receive an additional $6,000 for every $0.01 above a share price of $0.25.

Richard E. Mushrush, Chief Financial Officer, is employed pursuant to an employment agreement with us dated October 1, 2018. Mr. Mushrush’s employment agreement has a term of two (2) years, which will automatically renew for a period of an additional twelve (12) months up to two times, and provides for a base salary of $122,000 per year and bonuses and benefits based upon the Company’s internal policies and participation in the Company’s incentive and benefit plans. The agreement also calls for a bonus to be paid upon the sale of the Company. The bonus will be equal to $20,000 if the Company’s shares are valued at minimum $0.20 per share, $35,000 if shares are valued at minimum $0.225 per share, or $50,000 if shares are valued at minimum $0.25 per share. If sale price exceeds $0.25 per share, Mr. Mushrush is eligible to receive ~~an additional $6,000 for every $0.01 above~~ a ~~share price~~bonus, not to exceed 20% of ~~$0.25.~~his base salary, should predetermined objectives be met.

In addition to the foregoing, stock options ~~are~~may be periodically granted to employees under the Company’s ~~2010~~2020 equity incentive plan at the discretion of the Compensation Committee of the Board of Directors. Executives of the Company are eligible to receive stock option grants, based upon individual performance and the performance of the Company as a whole.

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, other than the Sipco litigation discussed below, which has been dismissed, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

The minimum payments required under the License Agreement have been accrued for on the Company’s Condensed Consolidated Balance Sheets in accordance with GAAP, which specifies that when a liability is probable and the amount can be reasonably estimated, said liability should be recorded in the current reporting period. Per the License Agreement, the contractual minimum payments began on January 1, 2022 and continue until December 31, 2024, thus satisfying both criteria of probable and reasonably estimable. Accordingly, a long-term liability was recorded representing the sum of those contractual minimums. As of December 2022, the Company had a current liability of approximately $196,724, which $56,724 is included in accounts payable and $140,000 in other accrued liabilities (See Note F – Current Accrued Liabilities for further breakdown of accrued liabilities), along with a non-current liability of $220,000 included in accrued royalties – long-term recorded on its Condensed Consolidated Balance Sheets.

On March 31, 2010, the Company entered into Indemnification Agreements with executives Jason L. Tienor, then President and Chief Executive Officer, and Jeffrey J. Sobieski, then Chief Operating Officer. On April 24, 2012, the Company entered into an Indemnification Agreement with director Tim S. Ledwick. ~~On July 1, 2016, the Company entered into Indemnification Agreements with director’s Arthur E. Byrnes, Peter T. Kross and Leland D. Blatt.~~ On January 1, 2017, the Company entered into an Indemnification Agreement with Chief Financial Officer Richard E. Mushrush.

The Indemnification Agreements provide that the Company will indemnify the Company's officers and directors, to the fullest extent permitted by law, relating to, resulting from or arising out of any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation by reason of the fact that such officer or director (i) is or was a director, officer, employee or agent of the Company or (ii) is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In addition, the Indemnification Agreements provide that the Company will make an advance payment of expenses to any officer or director who has entered into an Indemnification Agreement, in order to cover a claim relating to any fact or occurrence arising from or relating to events or occurrences specified in this paragraph, subject to receipt of an undertaking by or on behalf of such officer or director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized under the Indemnification Agreement.

The following table sets forth the change in the sales tax accrual during the years ended December 31:

For the year ~~ended~~ December 31, ~~2019, there were~~2022, two customers, ~~that~~ each ~~represented 13%~~representing over 15% of total net revenues, accounted for approximately 37% of total net revenues. For the year ended December 31, ~~2018, no single~~2021, one customer represented ~~10% or more~~approximately 18% of ~~the Company’s~~ total net revenues.

As of December 31, ~~2019, two customers represented 26% and 10%~~2022, one customer accounted for approximately 35% of the Company’s net accounts receivable. As of December 31, ~~2018, two~~2021, there were five customers, ~~represented 29% and 11%~~each representing over 10% of the Company’s net accounts receivable, accounting for 64% of the Company’s net accounts receivable.

Purchases from ~~one supplier approximated $3,356,000,~~two suppliers accounted for $3,919,435, or ~~84%~~95%, of total purchases for the year ended December 31, ~~2019~~2022 and ~~approximately $3,622,000,~~one vendor accounted for $1,878,803, or ~~81%~~82%, of total purchases for the year ended December 31, ~~2018.~~ 2021.

The amount due to ~~this~~one supplier, net of deposits paid, was approximately ~~$579,000~~ $487,000 and $134,000 as of December 31, ~~2019. Deposits paid to this vendor were in excess of total accounts payable due to this supplier in the amount of $320,352 as of December 31, 2018.~~2022 and 2021, respectively.

The Company has an employee savings plan covering substantially all employees who are at least 21 years of age and have completed at least 3 months of service. The plan provides for matching contributions equal to 100% of each dollar contributed by the employee up to 4%4% of the employee’s salary. The Company’s matching contributions vest immediately. The Company may also elect to make discretionary contributions. In response to the impact COVID-19 has had on the Company’s operations and financial results, in June 2020 management suspended the Company’s 401(k) match and reinstated it on January 1, 2023. The Company ~~made~~did not make any contributions to the plan ~~of approximately $126,000 and $116,000~~ for the years ended December 31, ~~2019 and 2018,~~2022 or 2021, respectively.

~~On January 30, 2020~~A Form 8-K was filed on March 29, 2023, announcing the ~~World Health Organization (“WHO”~~Company’s intention to voluntarily deregister its common stock from the requirements of Sections 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend its reporting obligations under Section 15(d) of the Exchange Act. Telkonet intends to file a Form 15 to effect the deregistration and suspension with the U.S. Securities and Exchange Commission (the “SEC”) ~~announced a global health emergency because~~shortly after Telkonet’s filing of ~~a new strain~~its Form 10-K for the fiscal year ending December 31, 2022, to be filed on or before March 31, 2023 (the “2022 10-K”). The filing of ~~a novel coronavirus~~the 2022 10-K will be Telkonet’s final periodic SEC filing.

Telkonet’s board of directors (the “Board”) has determined that the elimination of reporting requirements under the Exchange Act will be in ~~Wuhan, China (the “COVID-19 outbreak”)~~the best interests of Telkonet and ~~the risks to the international community as the virus spreads globally beyond~~ its ~~point of operations. In March 2020, the World Health Organization classified the COVID-19 outbreak a pandemic,~~stockholders. The Board’s decision was based on eliminating the ~~rapid increase~~expense of its public reporting requirements under the Exchange Act, as well as management’s time in ~~exposure globally. The spread of~~complying with the COVID-19 outbreak has caused significant volatility and uncertainty in U.S. and international markets. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such it is uncertain as to the full magnitude that the COVID-19 outbreak will have on the Company’s financial condition, liquidity, and future results of operations.public reporting requirements.

The COVID-19 outbreak has resulted in and could continue to result in reduced demand for our products and/or cause customers to be unable to meet payment obligations to the Company. The industries that the Company operates in have already been impacted with shelter-in-place directives, school closures, visitor restrictions, travel restrictions, heightened border scrutiny and event cancellations which will materially affect sales levels for fiscal year 2020 and the Company’s overall liquidity. The Company has been informed by some clientele that planned capital expenditures have been suspended until further notice.

In response to the continuing uncertainty resulting from a novel coronavirus, we have implemented and are continuing to review strategic cost reduction strategies across all functional areas. At this time, the disruption is expected to be temporary; however, the length or severity of this pandemic is unknown. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. While we expect this disruption to have a material adverse impact on our results of operations, financial condition and cash flows for the year 2020, the Company is unable to reasonably determine the impact at this time.

Utah	87-0627421
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

20800 Swenson DriveSuite 175, Waukesha, WI	53186
(Address of Principal Executive Offices)	(Zip Code)

Large accelerated filer	o☐	Accelerated filer	o☐
Non-accelerated filer	þ☒	Smaller reporting company	þ☒
		Emerging growth company	o	☐

		Page
Part I

Item 1.	Description of Business	1

Item 1A.	Risk Factors	1113

Item 1B.	Unresolved Staff Comments	1920

Item 2.	Properties	1920

Item 3.	Legal Proceedings	1920

Item 4.	Mine Safety Disclosures	1921

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and ~~Registrant’s~~Issuer Purchases of Equity Securities	2022

Item 6.	~~Selected Financial Data~~[Reserved]	2022

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3132

Item 8.	Financial Statements and Supplementary Data	3132

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3132

Item 9A.	Controls and Procedures	32

Item 9B.	Other Information	34

Item ~~9A.~~9C.	~~Controls and Procedures~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3234

Part III

Item ~~9B.~~10.	~~Other Information~~Directors, Executive Officers and Corporate Governance	3435

Item 11.	~~Part III~~Executive Compensation	35

~~Item 10.~~	~~Directors, Executive Officers and Corporate Governance~~	35

~~Item 11.~~	~~Executive Compensation~~	35

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3536

Item 13.	Certain Relationships and Related Transactions, and Director Independence	3637

Item 14.	Principal ~~Accounting~~Accountant Fees and Services	3637

Part IV

Item 15.	Exhibits and Financial Statement Schedules	37

Item 16.	Form 10-K Summary	3941

	Signatures	4042

	Year Ended December 31,											Twelve Months Ended
	2019			2018			Variance					December 31, 2022			December 31, 2021			Variance

Product	$	11,212,854	94%	$	7,616,415	90%	$	3,596,439		47%		$	7,793,740	92%	$	5,542,404	88%	$	2,251,336		41%
Recurring		769,342	6%		815,564	10%		(46,222	)	(6%	)		654,279	8%		731,995	12%		(77,716	)	-11%
Total	$	11,982,196	100%	$	8,431,979	100%	$	3,550,217		42%		$	8,448,019	100%	$	6,274,399	100%	$	2,173,620		35%

	Year ended December 31,									Twelve Months Ended
	2019			2018			Variance			December 31, 2022			December 31, 2021			Variance

Product	$	6,703,494	60%	$	4,392,643	58%	$	2,310,851	53%	$	4,112,166	53%	$	2,978,886	54%	$	1,133,279	38%
Recurring		301,500	39%		269,443	33%		32,057	12%		132,983	20%		52,774	7%		80,209	152%
Total	$	7,004,994	58%	$	4,662,086	55%	$	2,342,908	50%	$	4,245,149	50%	$	3,031,660	48%	$	1,213,488	40%

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

	·	EcoTouch Thermostat:An all touch capacitive thermostat interface available in wired and wireless models offering a premium aesthetic. The EcoTouch allows building owners to match the thermostat with the design of their room by changing the color of the outer edge and by selecting between black or white options.

	·	EcoInsight Thermostat:A programmable and controllable wired thermostat with over 125 configurable settings used to control the efficiency of HVAC through the use of environment variables and triggers.

	·	EcoAir Thermostat:A wireless thermostat mirroring the EcoInsight footprint while enabling the relocation of in room controls without the usual construction expense and downtime.

	·	EcoSource Controller:The remote HVAC control device associated with Telkonet’s thermostat interfaces allowing control while removing the need for expensive rewiring and construction. The EcoSource may also be used for third-party integrations, monitoring and control scenarios.

	·	EcoSmart VRF Controller:Works with most of the new variable refrigerant systems coming to market. The devices replace the EcoSource where discrete relays are not available.

	·	EcoConnect Bridge:An Ethernet to Zigbee bridge that serves as the coordinator for all EcoSmart devices connected to the intelligent automation network, managing approximately 30 - 70 device connections each.

	·	EcoCommander Gateway: EcoSmart’s network-edge gateway server that provides real-time proactive data aggregation, analytics, reporting and management of the EcoSmart product suite.

	·
	·	EcoSense Occupancy Sensor:A remote occupancy sensor that monitors environments with ultra, high-sensitive sensors designed to detect motion or body heat. All sensors are programmed to ensure accurate occupancy detection. The EcoSense Occupancy Sensor may be hardwired or programmed to communicate wirelessly and may be battery operated or utilize external power.


	·	EcoSwitch Light Switch:An EcoSmart energy management product with the appearance of a traditional ‘rocker’ light switch. Turning lights off, even for a short time, saves energy and extends lamp life. The EcoSwitch can be used to compose and automate dramatic lighting scenes in a room.

	·	EcoGuard Outlet:An EcoSmart control that acts as the replacement for an in-wall outlet and has the ability to monitor and control the flow of power to one or both outlets. Based on occupancy, it can turn off lamps, televisions, appliances, and any other energy-consuming loads that are plugged in, preventing a property from consuming power in an empty room. The EcoGuard completely disconnects devices from the power supply, preventing lights and other in-room electronics from needlessly consuming energy as well as providing monitoring of energy flow and efficiency when a plug is enabled.

	·	EcoContact Door & Window Sensor:A remote, wireless door/window contact with the ability to provide additional occupancy data and control HVAC operability and other consumption measures when doors or windows are open.

	2019			2018			Year Ended December 31,
Net loss	$	(1,934,133	)	$	(3,016,750	)
Interest (income) expense, net		53,139			(13,622	)
Income tax provision (benefit)		(100,363	)		9,623
							2022			2021

Net Income (loss)							$	(1,285,237	)	$	(412,785	)
Gain on debt extinguishment								–			(1,836,780	)
Gain / (Loss on sale of asset								526			–
Interest expense, net								23,542			21,067
Income tax provision								15,036			7,889
Depreciation and amortization		66,082			67,107			43,832			43,471
EBITDA		(1,915,275	)		(2,953,642	)		(1,202,301	)		(2,177,138	)

Adjustments:
Stock-based compensation		7,261			6,404			–			7,262

Adjusted EBITDA	$	(1,908,014	)	$	(2,947,238	)	$	(1,202,301	)	$	(2,169,876	)

	·	~~Revenues~~Inventories – We did not properly design or maintain effective controls ~~over~~relating to the ~~recording~~accuracy and valuation of ~~revenue recognition for contracts whose performance obligations are fulfilled over time.~~inventory

	·	Financial Statement Close and Reporting – We did not properly design or maintain effective controls over the period end financial close and reporting process. Specifically, we lacked control over the review of account reconciliations, journal entries, identification of related party transactions, and reporting of our financial results and disclosures.

	·	Information Technology – We did not properly design or maintain effective controls to prevent unauthorized access to certain systems, programs and data, and provide for periodic review and monitoring of access and changes in programs, including review of security logs and analysis of segregation of duties conflicts.

	·	Segregation of Duties – We did not maintain adequate segregation of duties within the Company’s business processes, financial applications, and IT systems. Specifically, we did not have appropriate controls in place to adequately assess the segregation of job responsibilities and system user access for initiating, authorizing, and recording transactions.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))		Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)		(b)		(c)			(a)			(b)		(c)
Equity compensation plans approved by security holders		3,599,793	$	0.16		409,269		2,526,847	(1)	$	0.15		10,000,000	(2)
Equity compensation plans not approved by security holders		–		–		–		–			–		–
Total		3,599,793	$	0.16		409,269		2,526,847	(1)	$	0.15		10,000,000	(2)

	(1)	2,526,847 shares of common stock to be issued upon exercise of options and warrants issued under the 2010 Amended and Restated Stock Option and Incentive Plan, as amended.
	(2)	10,000,000 shares of common stock available for future issuance under the 2021 Stock Option and Incentive Plan.

(a)	Documents filed as part of this report.

	(1)	Financial Statements. The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:

		Report of ~~BDO USA,~~Independent Registered Public Accounting Firm, Wipfli LLP ~~on Consolidated Financial Statements as of and for the years ended December 31, 2019 and 2018~~

		Consolidated Balance Sheets as of December 31, ~~2019~~2022 and ~~2018~~2021

		Consolidated Statements of Operations for the Years ended December 31, ~~2019~~2022 and ~~2018~~2021

		Consolidated Statements of Stockholders’ Equity for the Years ended December 31, ~~2019~~2022 and ~~2018~~2021

		Consolidated Statements of Cash Flows for Years ended December 31, ~~2019~~2022 and ~~2018~~2021

		Notes to Consolidated Financial Statements

	(2)	Financial Statement Schedules

		Additional Schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

	(3)	Exhibits required to be filed by Item 601 of Regulation S-K

~~Exhibit~~ ~~Number~~		~~Description Of Document~~
2.1		~~Asset Purchase Agreement by and between Telkonet, Inc. and Smart Systems International, dated as of February 23, 2007(incorporated by reference to our Form 8-K (File No.~~~~001-31972~~~~) filed on March 2, 2007)~~
~~2.2~~		~~Unit Purchase Agreement by and among Telkonet, Inc., EthoStream, LLC and the members of EthoStream, LLC dated as of March 15, 2007(incorporated by reference to our Form 8-K (File No.~~~~001-31972~~~~) filed on March 19, 2007)~~
~~2.3~~		Asset Purchase Agreement by and among EthoStream, LLC, Telkonet, Inc., and DCI-Design Communications, dated as of March 28, 2017(incorporated by reference from Exhibit 2.1 to our Form 8-K (File No. 001-31972) filed on March 31, 2017)
~~3.1~~2.2		Stock Purchase Agreement, dated August 6, 2021, between Telkonet, Inc. and VDA Group S.p.A. (incorporated by reference to our Form 8-K (File No. 000-31972) filed August 10, 2021)
3.1		Amended and Restated Articles of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to our Form S-8 (File No. 333-47986), filed on October 16, 2000)
3.2		Bylaws of the Company(incorporated by reference from Exhibit 3.2 to our Registration Statement on Form ~~S-1 (File~~S-1(File No. 333-108307), filed on August 28, 2003
3.3		Amendment to Amended and Restated Articles of Incorporation of Telkonet, Inc.(incorporated by reference from Exhibit 3.5 to Telkonet, Inc.’s Annual Report on Form 10-K (File No. 001-31972), filed on March 30, 2011)
3.4		Amendment to Amended and Restated Articles of Incorporation of the Company(incorporated by reference from Exhibit 3.1 to our Form 8-K (File No. 001-31972), filed on April 13, 2011)
4.1		Form of Warrant to Purchase Common Stock (incorporated by reference from Exhibit 10.3 to our Form 8-K (File No. 001-31972) filed on November 18, 2009)
~~3.4~~4.2		~~Amendment~~Form of Warrant to ~~Amended and Restated Articles of Incorporation~~Purchase Common Stock (incorporated by reference from Exhibit 10.3 to our Form 8-K (File No. 001-31972) filed on August 9, 2010)
~~3.5~~4.3		~~Amendment~~Form of Warrant to ~~Amended and Restated Articles of Incorporation of the Company~~Purchase Common Stock(incorporated by reference from Exhibit 4.1 to our Form 8-K (File No. 001-31972) filed on April 13, 2011)
~~4.1~~4.4		~~Form of Warrant to Purchase Common Stock(incorporated by reference to our Form 8-K (File No. 001-31972) filed on November 18, 2009)~~
~~4.2~~		~~Form of Warrant to Purchase Common Stock(incorporated by reference to our Form 8-K (File No. 001-31972) filed on August 9, 2010)~~
~~4.3~~		~~Form of Warrant to Purchase Common Stock(incorporated by reference to our Form 8-K (File No. 001-31972) filed on April 13, 2011)~~
~~4.4~~		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934(incorporated by reference from Exhibit 4.4 to our Form 10-K (File No. 001-31972) filed on March 30, 2020)
10.1		Series A Convertible Redeemable Preferred Stock Securities Purchase Agreement, dated November 16, 2009(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed on November 18, 2009)
10.2		Series A Convertible Redeemable Preferred Stock Registration Rights Agreement, dated November 16, 2009(incorporated by reference from Exhibit 10.2 to our Form 8-K (File No. 001-31972) filed on November 18, 2009)
10.3		Form of Director and Officer Indemnification Agreement(incorporated by reference from Exhibit 10.12 to our Form 10-K (File No. 001-31972) filed on March 31, 2010)
10.4		Series B Convertible Redeemable Preferred Stock Securities Purchase Agreement, dated August 4, 2010(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed on August 9, 2010)
10.5		Series B Convertible Redeemable Preferred Stock Registration Rights Agreement, dated August 4, 2010(incorporated by reference from Exhibit 10.2 to our Form 8-K (File No. 001-31972) filed on August 9, 2010)
*10.6		2010 Stock Option and Incentive Plan(incorporated by reference from Exhibit 10.1 to our Registration Statement filed on Form S-8 (File No. 333-175737) filed July 22, 2011)
10.7		Securities Purchase Agreement, dated April 8, 2011, by and among Telkonet, Inc. and the parties listed therein(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed on April 13, 2011)
10.8		Registration Rights Agreement, dated April 8, 2011, by and among Telkonet, Inc. and the parties listed therein ~~(incorporated~~(incorporated by reference from Exhibit 10.2 to our Form 8-K (File No. 001-31972) filed on April 13, 2011)
*10.9		Employment Agreement by and between Telkonet, Inc. and ~~Jason L. Tienor,~~John M. Srouji, dated as ~~October~~of February 1, ~~2018~~2023~~(incorporated~~ (incorporated by reference from Exhibit 10.1 to our Form ~~10-K~~8-K (File No. ~~001-31972)~~000-31972) filed on ~~April 1, 2019)~~February 8, 2023).
*10.10		Employment Agreement by and between Telkonet, Inc. and Jeffrey J. Sobieski, dated as of ~~October~~February 1, ~~2018~~2023(incorporated by reference from Exhibit 10.2 to our Form ~~10-K~~8-K (File No. ~~001-31972)~~000-31972) filed on ~~April 1, 2019)~~February 8, 2023).

*10.11		Employment Agreement by and between Telkonet, Inc. and Richard E. Mushrush, dated as of ~~October~~February 1, ~~2018~~2023(incorporated by reference from Exhibit 10.3 to our Form ~~10-K~~8-K (File No. ~~001-31972)~~000-31972) filed on ~~April 1, 2019)~~February 8, 2023).
~~10.12~~*10.12(a)		2010 Amended and Restated Stock Option and Incentive Plan(amended and restated effective as of November 17, 2016, incorporated by reference ~~as an exhibit~~from Exhibit 10.27 to our Form 10-K (File No. 001-31972) filed April 3, 2017)

*10.12(b)		Amendment to Telkonet, Inc. 2010 Stock Option and Incentive Plan(incorporated by reference from Exhibit 10.2 to our Form 10-Q (File No. 001-31972) filed on May 15, 2020)
*10.12(c)		2023 Long Term Cash Incentive Plan & Retention Bonus Agreement (incorporated by reference from Exhibits 10.1 to 10.3 to our Form 8-K (File No. 000-31972) filed February 3, 2023)
10.13		Loan and Security Agreement, dated September 30, 2014, by and between Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed October 2, 2014)
10.14		First Amendment to Loan and Security Agreement, dated February 17, 2016, by and between Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed February 23, 2016)
10.15		Second Amendment to Loan and Security Agreement, dated October 27, 2016, by and between Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed October 28, 2016)
10.16		Third Amended to Loan and Security Agreement, dated January 25, 2017, by and among Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.16 to our Form 10-K (File No. 001-31972) filed March 30, 2020)
10.17		Fourth Amended to Loan and Security Agreement, dated March 29, 2017, by and among Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.17 to our Form 10-K (File No. 001-31972) filed March 30, 2020)
10.18		Fifth Amended to Loan and Security Agreement, dated August 29, 2017, by and among Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.18 to our Form 10-K (File No. 001-31972) filed March 30, 2020)
10.19		Sixth Amendment to Loan and Security Agreement, dated October 23, 2017, by and between Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed October 26, 2017)
10.20		Seventh Amendment to Loan and Security Agreement entered into as of February 2, 2018, by and among Telkonet, Inc. and Heritage Bank of Commerce ~~(incorporated~~(incorporated by reference from Exhibit 10.1 to our Form 10-Q (File No. 001-31972) filed November 14, 2018)
10.21		Eighth Amendment to Loan and Security Agreement entered into as of April 5, 2018, by and among Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.2 to our Form 10-Q (File No. 001-31972) filed November 14, 2018)
10.22		Ninth Amendment to Loan and Security Agreement entered into as of November 7, 2018, by and among Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference to our Form 10-Q (File No. 001-31972) filed November 14, 2018)
10.23		Tenth Amendment to Loan and Security Agreement entered into as of February 12, 2019, by and among Telkonet, Inc. and Heritage Bank of Commerce ~~(incorporated~~(incorporated by reference from Exhibit 10.1 to our Form 8-K~~(File~~ (File No. 001-31972) filed February 14, 2019)
10.24		Eleventh Amendment to Loan and Security Agreement entered into as of November 6, 2019, by and among Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed November 7, 2019)
10.25		Paycheck Protection Program Promissory Note, dated April 17, 2020, between Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed April 27, 2020)
10.26		Telkonet, Inc. 2020 Stock Option and Incentive Plan(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed on June 2, 2020)
**10.27		Wireless Network Patent License Agreement, dated effective November 30, 2020, by and between Telkonet, Inc., SIPCO, LLC, and IPCO, LLC dba IntusTM(incorporated by reference from Exhibit 10.1 to our Form 8-K/A (File No. 001-31972) filed February 19, 2021)
10.28		Form of Common Stock Purchase Warrant (incorporated by reference to our Form 8-K (File No. ~~001-31973)~~001-31972) filed ~~November 7, 2019)~~ August 10, 2021)
1410.29		~~Code~~Form of ~~Ethics~~Voting Agreement (incorporated by reference to our Form 8-K (File No. 001-31972) filed August 10, 2021)
10.30		Registration Rights Agreement, dated August 6, 2021, between Telkonet, Inc. and VDA Group S.p.A. (incorporated by reference to our Form 8-K (File No. 001-31972) filed August 10, 2021)
10.31		Twelfth Amendment to Loan and Security Agreement entered into as of September 30, 2021, by and among Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed on October 6, 2021)
10.32		Thirteenth Amendment to Loan and Security Agreement entered into as of December 13, 2021, by and among Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed on December 15, 2021)
10.33		Consulting Agreement by and between Telkonet and Piercarlo Gramaglia dated as of November 16, 2021
10.34		Fourteenth Amendment to Loan and Security Agreement entered into as of March 10, 2022, by and among Telkonet, Inc. and Heritage Bank of Commerce(incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 001-31972) filed on March 16, 2022)
10.35		Severance and Release Agreement entered into as of March 10, 2022, by and between Telkonet, Inc. and Mr. Tienor(incorporated by reference from Exhibit 10.2 to our Form 8-K (File No. 001-31972) filed on March 16, 2022)

10.36		Telkonet, Inc. 2023 Long Term Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to our Form 8-K (File No. 000-31972) filed February 3, 2023)
10.37		Form of Telkonet, Inc. 2023 Long-Term Cash Incentive Plan Award Agreement (incorporated by reference from Exhibit 10.2 to our Form 8-K (File No. 000-31972) filed February 3, 2023)
10.38		Form of Retention Bonus Agreement (incorporated by reference from Exhibit 10.3 to our Form 8-K (File No. 000-31972) filed February 3, 2023)
10.39		Appointment of Edward L. Helvey to the Board of Directors effective August 1, 2022 (incorporated by reference from our Form 8-K (File No. 000-31972) filed on July 21, 2022).
***19.1		Insider Trading Policy of Telkonet, Inc.
14.1		Code of Ethics(incorporated by reference from Exhibit 14 to our Form 10-KSB (File No. 001-31972), filed on March 30, 2004)
2121.1		Telkonet, Inc. Subsidiaries~~(incorporated by reference to our Form 10-K (File No. 001-31972) filed March 16, 2007)~~
23***23.1		Consent of ~~BDO USA,~~Wipfli LLP, Independent Registered Public Accounting Firm
***31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of ~~Jason L. Tienor~~Piercarlo Gramaglia
***31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Richard E. Mushrush
***32.1		Certification of ~~Jason L. Tienor~~Piercarlo Gramaglia pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
***32.2		Certification of Richard E. Mushrush pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
****101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
****101.SCH		Inline XBRL Taxonomy Extension Schema Document
****101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
****101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
****101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
****101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
****104		Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

*	Indicates management contract or compensatory plan or arrangement.
**	Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to provide an un-redacted copy of the exhibit on a supplemental basis to the SEC upon its request.
***	Filed herewith.
****	Submitted electronically with this report.

	TELKONET, INC.

Dated: March ~~30, 2020~~31, 2023	/s/ ~~Jason L. Tienor~~Piercarlo Gramaglia
	~~Jason L. Tienor~~Piercarlo Gramaglia Chief Executive Officer

Name	Position	Date


/s/ ~~Jason L. Tienor~~Piercarlo Gramaglia	Chief Executive Officer and Director	March ~~30, 2020~~31, 2023
~~Jason L. Tienor~~Piercarlo Gramaglia	(principal executive officer)

/s/ Richard E. Mushrush	Chief Financial Officer	March 31, 2023
Richard E. Mushrush	(principal financial officer and principal accounting officer)

/s/ Steven E. Quick	Chairman of the Board	March 31, 2023
Steven E. Quick

/s/ ~~Richard E. Mushrush~~Tim S. Ledwick	~~Chief Financial Officer~~Director	March ~~30, 2020~~31, 2023
~~Richard E. Mushrush~~	~~(principal financial officer and principal accounting officer)~~

~~/s/Arthur E. Byrnes~~	~~Chairman of the Board~~	~~March 30, 2020~~
~~Arthur E. Byrnes~~Tim S. Ledwick

/s/ ~~Tim S. Ledwick~~Flavio de Paulis	Director	March ~~30, 2020~~31, 2023
~~Tim S. Ledwick~~Flavio de Paulis

/s/ ~~Peter T. Kross~~Edward L. Helvey	Director	March ~~30, 2020~~31, 2023
~~Peter T. Kross~~Edward L. Helvey

~~/s/ Leland D. Blatt~~	~~Director~~	~~March 30, 2020~~
~~Leland D. Blatt~~

Report of Independent Registered Public Accounting ~~Firm~~Firm-Wipfli LLP(PCAOB ID 344)			F-2 – F-3

Consolidated Balance Sheets at December 31, ~~2019~~2022 and ~~2018~~2021			~~F-3~~F-4

Consolidated Statements of Operations for the Years ended December 31, ~~2019~~2022 and ~~2018~~2021			~~F-4~~F-5

Consolidated Statements of Stockholders’ Equity for the Years ended December 31, ~~2019~~2022 and ~~2018~~2021			~~F-5~~F- 6 – F - ~~F-6~~7

Consolidated Statements of Cash Flows for the Years ended December 31, ~~2019~~2022 and ~~2018~~2021			~~F-7 - F-8~~F- 8 – F- 9

Notes to Consolidated Financial Statements			~~F-9~~F-10

	December 31, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	3,300,600		$	4,678,891
Accounts receivable, net		2,283,587			1,081,291
Inventories		1,373,074			1,790,919
Contract assets		188,120			314,749
Prepaid expenses		251,619			577,386
Income taxes receivable		85,070			19,695
Total current assets		7,482,070			8,462,931

Property and equipment, net		186,525			247,289

Other assets:
Deposits		17,130			17,130
Operating lease right of use assets		892,170			–
Deferred tax asset		28,021			–
Total other assets		937,321			17,130

Total Assets	$	8,605,916		$	8,727,350

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,265,560		$	408,045
Accrued liabilities		527,826			656,611
Line of credit		624,347			121,474
Contract liabilities – current		653,053			1,070,502
Operating lease liabilities – current		223,835			–
Total current liabilities		3,294,621			2,256,632

Long-term liabilities:
Contract liabilities – long – term		111,131			162,121
Operating lease liabilities – long-term		758,315			–
Deferred lease liability – long-term		–			71,877
Total long-term liabilities		869,446			233,998
Total Liabilities	$	4,164,067		$	2,490,630

Commitments and contingencies
Stockholders’ Equity
Series A, par value $.001 per share; 215 shares authorized, 185 shares outstanding at December 31, 2019 and 2018, preference in liquidation of $1,674,195 and $1,600,168 as of December 31, 2019 and 2018, respectively		1,340,566			1,340,566
Series B, par value $.001 per share; 567 shares authorized, 52 shares outstanding at December 31, 2019 and 2018, preference in liquidation of $455,904 and $435,081 as of December 31, 2019 and 2018, respectively		362,059			362,059
Common stock, par value $.001 per share; 190,000,000 shares authorized; 135,990,491 and 134,793,211 shares issued and outstanding at December 31, 2019 and 2018, respectively		135,990			134,792
Additional paid-in-capital		127,708,773			127,570,709
Accumulated deficit		(125,105,539	)		(123,171,406	)
Total stockholders’ equity		4,441,849			6,236,720

Total Liabilities and Stockholders’ Equity	$	8,605,916		$	8,727,350

	2019			2018
Revenues, net:
Product	$	11,212,854		$	7,616,415
Recurring		769,342			815,564
Total Net Revenues		11,982,196			8,431,979

Cost of Sales:
Product		6,703,494			4,392,643
Recurring		301,500			269,443
Total Cost of Sales		7,004,994			4,662,086

Gross Profit		4,977,202			3,769,893

Operating Expenses:
Research and development		1,737,385			1,879,676
Selling, general and administrative		5,155,092			4,843,859
Depreciation and amortization		66,082			67,107
Total Operating Expenses		6,958,559			6,790,642

Operating Loss		(1,981,357	)		(3,020,749	)

Other Income (Expenses):
Gain on sale of fixed assets		150			–
Interest income (expense), net		(53,289	)		13,622
Total Other Income (Expense)		(53,139	)		13,622

Loss before Provision for Income Taxes		(2,034,496	)		(3,007,127	)
Income Tax Provision (Benefit)		(100,363	)		9,623
Net Loss Attributable to Common Stockholders	$	(1,934,133	)	$	(3,016,750	)

Net Loss per Common Share:

Basic - net loss attributable to common stockholders	$	(0.01	)	$	(0.02	)

Diluted - net loss attributable to common stockholders	$	(0.01	)	$	(0.02	)

Weighted Average Common Shares Outstanding used in computing basic net loss per share		135,213,641			134,055,098
Weighted Average Common Shares Outstanding used in computing diluted net loss per share		135,213,641			134,055,098

	·	Analyzed the contract to determine if all arrangement terms that may have an impact on revenue recognition were identified and evaluated management's accounting for the contract.
	·	Obtained and reviewed the contract to evaluate whether the transaction price was appropriately identified.
	·	Tested the data used in the revenue recognition schedule for completeness and accuracy by agreeing key inputs to supporting documentation.
	·	Tested management’s revenue recognition calculation schedule for mathematical accuracy

	Series A Preferred Stock		Series A Preferred Stock		Series B Preferred Stock		Series B Preferred Stock		Common		Common Stock		Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance at January 1, 2018		185	$	1,340,566		52	$	362,059		133,695,111	$	133,695	$	127,421,402	$	(119,724,656	)	$	$9,533,066

January 1, 2018, Cumulative effect of a change in accounting principle related to ASC 606, net of tax		–		–				–		–		–		–		(430,000	)		(430,000)

Shares issued to directors		–		–		–		–		1,098,100		1,097		142,903		–			144,000

Stock-based compensation expense related to employee stock options		–		–		–		–		–		–		6,404		–			6,404

Net income attributable to common stockholders		–		–		–		–		–		–		–		(3,016,750	)		(3,016,750)

Balance at December 31, 2018		185	$	1,340,566		52	$	362,059		134,793,211	$	134,792	$	127,570,709	$	(123,171,406	)	$	$6,236,720

	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(1,934,133	)	$	(3,016,750	)


Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation expense related to employee stock options		7,262			6,404
Stock issued to directors as compensation		132,000			144,000
Depreciation and amortization		66,082			67,107
Provision for doubtful accounts, net of recoveries		–			55,152
Reserve for inventory obsolescence		(126,509	)		(130,749	)
Noncash operating lease expense		237,901			–

Changes in operating assets and liabilities:
Accounts receivable		(1,202,296	)		473,845
Inventories		544,354			(400,637	)
Prepaid expenses and other current assets		325,767			(433,820	)
Accounts payable		857,515			(570,162	)
Accrued liabilities and expenses		(128,785	)		(12,203	)
Contract liability		(468,439	)		329,243
Contact assets		126,629			34,251
Operating lease liability		(219,798	)		–
Deferred revenue		–			(512,066	)
Income taxes receivable		(93,396	)		(2,395	)
Deferred lease liability		–			23,038
Net Cash Used In Operating Activities		(1,875,846	)		(3,945,742	)

Cash Flows From Investing Activities:
Purchase of property and equipment		(5,318	)		(10,225	)
Net Cash Used In Investing Activities		(5,318	)		(10,225	)

Cash Flows From Financing Activities:
Proceeds from line of credit		11,739,000			3,720,000
Payments on line of credit		(11,236,127	)		(4,280,737	)
Net Cash Provided By (Used) In Financing Activities		502,873			(560,737	)

Net decrease in cash and cash equivalents		(1,378,291	)		(4,516,704	)
Cash and cash equivalents at the beginning of the period		4,678,891			9,195,595
Cash and cash equivalents at the end of the period	$	3,300,600		$	4,678,891

Reconciliation of cash and cash equivalents to the consolidated balance sheets:
Cash and cash equivalents	$	3,300,600		$	4,678,891
Total cash and cash equivalents	$	3,300,600		$	4,678,891

	2019			2018
Supplemental Disclosures of Cash Flow Information:

Cash transactions:
Cash paid during the year for interest	$	83,109		$	32,662
Cash paid (received) during the year for income taxes, net of refunds		(6,967	)		12,410
Non-cash transactions:
Issuance of stock to directors	$	132,000		$	144,000


	Year Ended December 31
	2022			2021
Revenues, net:
Product Revenue	$	7,793,740		$	5,542,404
Recurring Revenue		654,279			731,995
Total Net Revenues		8,448,019			6,274,399

Cost of Sales:
Product COGS		4,112,166			2,978,886
Recurring COGS		132,983			52,774
Total Cost of Sales		4,245,149			3,031,660

Gross Profit		4,202,870			3,242,739

Operating Expenses:
Research and development		1,070,473			1,129,957
Selling, general and administrative		4,334,698			4,289,920
Depreciation and amortization		43,832			43,471
Total Operating Expenses		5,449,003			5,463,348

Operating (Loss)		(1,246,133	)		(2,220,609	)

Other Income / (Expenses):
Gain on Debt Extinguishment		–			1,836,780
(Loss) on Fixed Assets Disposal		(526	)		–
Interest expense, net		(23,542	)		(21,067	)
Total Other Income / (Expenses):		(24,068	)		1,815,713

(Loss) before Provision for Income Taxes		(1,270,201	)		(404,896	)

Income Tax Provision		15,036			7,889
Net (Loss)	$	(1,285,237	)	$	(412,785	)

Net (Loss) per Common Share:
Basic – net income (loss) attributable to common stockholders	$	0.00		$	0.00
Diluted – net income (loss) attributable to common stockholders	$	0.00		$	0.00

Weighted Average Common Shares Outstanding – basic		296,497,266			136,311,335
Weighted Average Common Shares Outstanding – diluted		296,497,266			136,311,335


	Series A Preferred Stock Shares		Series A Preferred Stock Amount		Series B Preferred Stock Shares		Series B Preferred Stock Amount		Common Stock Shares		Common Stock Amount		Additional Paid In Capital		Accumulated Deficit			Total Stockholders' Equity
Balance at January 1, 2021		185	$	1,340,566		52	$	362,059		136,311,335	$	136,311	$	127,733,714	$	(128,255,391	)	$	1,317,259

Stock-based compensation expense related to employee stock options		–		–		–		–		–		–		7,262		–			7,262

Net loss attributable to common stockholders		–		–		–		–		–		–		–		(412,785	)		(412,785	)

Balance at December 31, 2021		185	$	1,340,566		52	$	362,059		136,311,335	$	136,311	$	127,740,976	$	(128,668,176	)	$	911,736

	Series A Preferred Stock Shares			Series A Preferred Stock Amount			Series B Preferred Stock Shares		Series B Preferred Stock Amount		Common Stock Shares		Common Stock Amount		Additional Paid In Capital		Accumulated Deficit			Total Stockholders' Equity
Balance at January 1, 2022		185		$	1,340,566			52	$	362,059		136,311,335	$	136,311	$	127,740,976	$	(128,668,176	)	$	911,736

Stock and warrants issued in VDA Transaction		–			–			–		–		162,900,947		162,901		4,837,099		–			5,000,000

Shares repurchased per severance agreement		(4	)		(29,801	)		–		–		–		–		–		–			(29,801	)

Stock-based compensation expense related to employee stock options		–			–			–		–		–		–		–		–

Net loss attributable to common stockholders		–			–			–		–		–		–		–		(1,285,237	)		(1,285,237	)

Balance at December 31, 2022		181		$	1,310,765			52	$	362,059		299,212,282	$	299,212	$	132,578,075	$	(129,953,413	)	$	4,596,698


	Year Ended
	December 31
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(1,285,237	)	$	(412,785	)

Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation expense related to employee stock options		–			7,262
Depreciation and amortization		43,832			43,471
Loss on fixed asset disposal		526			–
Noncash operating lease expense (ROU)		127,609			229,548
Gain on debt extinguishment		–			(1,836,780	)

Changes in operating assets and liabilities:
Accounts receivable, net		(947,549	)		(145,380	)
Inventories, net		(480,627	)		562,703
Prepaid expenses		32,592			(592,359	)
Deposits		3,000			(595	)
Accounts payable		(719,877	)		822,528
Accrued royalties - long-term		(140,000	)		(140,000	)
Accrued liabilities		(16,138	)		166,063
Contract liabilities		(241,677	)		(111,137	)
Contract assets		171,174			(161,025	)
Operating lease liabilities		(146,816	)		(242,305	)
Accrued income tax payable		866			5,431
Income taxes receivable		–			105,745
Net Cash Used In Operating Activities		(3,598,322	)		(1,699,615	)

Cash Flows From Investing Activities:
Payments for Property & Equipment		(87,553	)		–
Proceeds from sale of fixed assets		1,300			–
Net Cash Used in Investing Activities		(86,253	)		–

Cash Flows From Financing Activities:
Proceeds from Note Payable		–			913,063
Proceeds from stock and warrants issued in VDA Transaction		5,000,000			–
Repurchase of employee-owned Series A shares		(29,801	)		–
Proceeds from line of credit		4,434,152			6,764,968
Payments on line of credit		(4,837,241	)		(6,629,168	)
Net Cash Provided By Financing Activities		4,567,110			1,048,863

Net increase/(decrease) in cash and cash equivalents		882,535			(650,752	)
Cash and cash equivalents at the beginning of the period		2,361,059			3,011,811
Cash and cash equivalents at the end of the period	$	3,243,594		$	2,361,059

	2019			2018
Beginning balance	$	65,542		$	22,173
Provision charged to expense		29,849			55,152
Deductions		(40,352	)		(11,783	)
Ending balance	$	55,039		$	65,542

	·	Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

	·	Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

	·	Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable.

Numerator for basic and diluted loss per share:
	Year Ended December 31
	2022			2021
Net Income / (Loss)	$	(1,285,237	)	$	(412,785	)
Less cumulative dividends earned on Preferred stock		(94,850	)		(94,850	)
Net loss attributable to common shareholders	$	(1,380,087	)	$	(507,635	)