TKOI / Telkonet, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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US ˙ OTCPK ˙ US8796041064

الإحصائيات الأساسية
CIK 1094084
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Telkonet, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
April 11, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report Pursuant to Section

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-31972 TELKONET, INC.

March 31, 2023 EX-19.1

Insider Trading Policy of Telkonet, Inc.

Exhibit 19.1 803 Insider Trading Effective Date 1/1/2023 The purpose of this Insider Trading Policy (the “Policy”) is to promote compliance with applicable securities laws by Telkonet Inc. and its affiliated entities (“Telkonet Inc.” or the “Company”) and all directors, officers and employees thereof, in order to preserve the reputation and integrity of Telkonet Inc. as well as that of all persons

March 31, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-31972 TELKONET, INC. (Exact name of registrant as specified in its chart

March 31, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A Amendment No. 1 ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A Amendment No.

March 31, 2023 EX-19.1

Insider Trading Policy of Telkonet, Inc.

Exhibit 19.1 803 Insider Trading Effective Date 1/1/2023 The purpose of this Insider Trading Policy (the “Policy”) is to promote compliance with applicable securities laws by Telkonet Inc. and its affiliated entities (“Telkonet Inc.” or the “Company”) and all directors, officers and employees thereof, in order to preserve the reputation and integrity of Telkonet Inc. as well as that of all persons

March 29, 2023 POS AM

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-152051 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 87-0627421 (I.R.S.

March 29, 2023 POS AM

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-142986 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 87-0627421 (I.R.S.

March 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 29, 2023 (Date of earliest event reported) TELKONET, INC. (Exact Name of Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date March 29, 2023 (Date of earliest event reported) TELKONET, INC.

March 29, 2023 EX-99.1

Telkonet Announces intention to implement voluntary deregistration/suspension from Reporting Requirements under Securities Exchange Act of 1934

Exhibit 99.1 Telkonet Announces intention to implement voluntary deregistration/suspension from Reporting Requirements under Securities Exchange Act of 1934 WAUKESHA, WI – March 29, 2023 - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), today announced its intention to voluntarily deregister its common stock from the requirements of Sections 12(g) of the Securities Exchange Act of 1934,

March 29, 2023 POS AM

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-141069 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 87-0627421 (I.R.S.

March 29, 2023 POS AM

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-137703 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 87-0627421 (I.R.S.

March 29, 2023 POS AM

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-108307 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH 87-0627421 (State or other jurisdiction of (I.R.S. Employer incorporation or organ

March 29, 2023 POS AM

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-138001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 87-0627421 (I.R.S.

March 29, 2023 POS AM

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-129950 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 87-0627421 (I.R.S.

March 29, 2023 S-8 POS

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-175737 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 87-0627421 (I.R.S.

March 29, 2023 POS AM

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-114425 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 87-0627421 (I.R.S.

March 29, 2023 S-8 POS

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-47986 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation or organization) 87-0627421 (I.R.S. E

March 29, 2023 S-8 POS

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-161909 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH 87-0627421 (State or other jurisdiction of (I.R.S. Employer incorporation or organ

March 29, 2023 S-8 POS

As filed with the Securities and Exchange Commission on March 29, 2023

S-8 POS 1 tm2310688d12s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-86412 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH 87-0627421 (State or other jurisdiction of

March 29, 2023 POS AM

As filed with the Securities and Exchange Commission on March 29, 2023

POS AM 1 tm2310688d6posam.htm POS AM As filed with the Securities and Exchange Commission on March 29, 2023 No. 333-148731 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELKONET, INC. (Exact name of registrant as specified in its charter) UTAH (State or other jurisdiction of incorporation

February 8, 2023 EX-10.1

Employment Agreement by and between Telkonet, Inc. and John M. Srouji, dated as of February 1, 2023

Exhibit 10.1 AMENDED EMPLOYMENT AGREEMENT THIS AGREEMENT, dated 1st February 2023, is entered into by and between Telkonet, Inc., a Utah corporation, and its respective current and former parent companies, successors, predecessors, subsidiaries and other affiliated companies as well as any of their respective current and former directors, officers, agents, shareholders, and employees ("Telkonet" o

February 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 February 1, 2023 (Date of earliest event reported) TELKONET, INC. (Exact Name of Regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date February 1, 2023 (Date of earliest event reported) TELKONET, INC.

February 8, 2023 EX-10.2

Employment Agreement by and between Telkonet, Inc. and Jeffrey J. Sobieski, dated as of February 1, 2023

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated 1st of February 2023, is entered into by and between Telkonet, Inc., a Utah corporation, and its respective current and former parent companies, successors, predecessors, subsidiaries and other affiliated companies as well as any of their respective current and former directors, officers, agents, shareholders, and employees ("Telkonet" or "Co

February 8, 2023 EX-10.4

Services Agreement, dated February 1, 2023, by and between Telkonet, Inc. and VDA Group S.p.A.

Exhibit 10.4 SERVICES AGREEMENT This SERVICES AGREEMENT ("Agreement") is entered into effective as of 1st February 2023 ("Effective Date"), by and between VDA Group, S.p.A., an Italian corporation, ("Client" or "VDA"), and Telkonet, Inc., a Utah corporation ("Vendor") (each a "Party" and collectively the "Parties"). All references to this Agreement shall be deemed to include references to any Stat

February 8, 2023 EX-10.3

Employment Agreement by and between Telkonet, Inc. and Richard E. Mushrush, dated as of February 1, 2023

Exhibit 10.3 AMENDED EMPLOYMENT AGREEMENT THIS AGREEMENT, dated 1st February, 2023, is entered into by and between Telkonet, Inc., a Utah corporation, and its respective current and former parent companies, successors, predecessors, subsidiaries and other affiliated companies as well as any of their respective current and former directors, officers, agents, shareholders, and employees ("Telkonet"

February 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 February 1, 2023 (Date of earliest event reported) TELKONET, INC. (Exact Name of Regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date February 1, 2023 (Date of earliest event reported) TELKONET, INC.

February 3, 2023 EX-10.3

Form of Retention Bonus Agreement

Exhibit 10.3 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (the “Agreement”) is effective as of January 1, 2023 (the “Effective Date”), by and between Telkonet, Inc. (the “Company”) and [●] (the “Executive”). The Company and Executive are referred to from time to time in this Agreement individually as a “Party” and together as the “Parties.” Background A. Executive is an employee of the

February 3, 2023 EX-10.1

Telkonet, Inc. 2023 Long Term Cash Incentive Plan

Exhibit 10.1 TELKONET, INC. 2023 LONG-TERM CASH INCENTIVE PLAN I. PURPOSE The purpose of the TELKONET, INC. 2023 Long-Term Cash Incentive Plan is to recognize and reward the long-term contributions of a select group of key Employees of TELKONET, INC. and its Affiliates, and to promote retention and commitment from such key Employees by providing them with an opportunity to receive cash payments up

February 3, 2023 EX-10.2

Form of Telkonet, Inc. 2023 Long-Term Cash Incentive Plan Award Agreement

Exhibit 10.2 In this document, “[***]” indicates that certain confidential information has been redacted from this document because it is both (i) not material to investors and (ii) likely to cause competitive harm to the Company if publicly disclosed. TELKONET, INC. 2023 LONG-TERM CASH INCENTIVE PLAN AWARD AGREEMENT THIS AGREEMENT (the “Agreement”) is made effective as of February 1, 2023 (the “G

November 18, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 November 18, 2022 (Date of earliest event reported) TELKONET, INC. (Exact Name of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date November 18, 2022 (Date of earliest event reported) TELKONET, INC.

November 18, 2022 EX-99.1

Telkonet Reports Third Quarter 2022 Financial Results

Exhibit 99.1 Telkonet Reports Third Quarter 2022 Financial Results WAUKESHA, WI – November 18, 2022 - Telkonet, Inc. (OTCQB: TKOI), (the “Company” or “Telkonet”), IoT innovator and a listed U.S. company based in Wisconsin, lands in Europe and launches its new occupancy-based Energy Management Solutions (EMS) in the European market. The Company anticipates that its EMS will be able to significantly

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31972 TELKONET, INC.

August 18, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date August 16, 2022 (Date of earliest event reported) TELKONET, INC.

August 18, 2022 EX-10.1

Employment Agreement, effective as of August 16, 2022, by and between Telkonet, Inc. and John M. Srouji

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated August 16th, 2022, is entered into by and between Telkonet, Inc., a Utah corporation, and its respective current and former parent companies, successors, predecessors, subsidiaries and other affiliated companies as well as any of their respective current and former directors, officers, agents, shareholders, and employees (?Telkonet? or ?Compa

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31972 TELKONET, INC.

July 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date July 15, 2022 (Date of earliest event reported) TELKONET, INC.

July 15, 2022 EX-99.13

Exhibit 99.13

Exhibit 99.13 BPER Bank Luxembourg S.A. 30, Boulevard Royal, L-2449 LUXEMBOURG (the ?Depositary?) 16 May 2022 Dear Sirs, VDA Group S.p.A. ? Notice of Pledge We hereby give you notice that all of the shares of VDA Group S.p.A. owned by VDA Holding S.A. and deposited in the name of VDA Holding S.A. with you in the account LU55 2981 0000 0005 6707 (the ?Account?), have been pledged in favour of Nomad

July 15, 2022 EX-99.12

Exhibit 99.12

Exhibit 99.12 To: VOA Group S.p.A. Viale Lino Zanussi,3 33170 Pordenone (Italy) Attention: Piercarlo Gramaglia Attention: Alberto Nogarotto VOA Holding S.A. 26, Boulevard Royal L-2449 Luxembourg Attention: Giorgio Bianchi 16 May 2022 Ref: VOA Group S.p.A. - Pledge over shares - acceptance Dear Sirs, We hereby acknowledge receipt of the proposal of VOA Holding S.A. relating to entering into a deed

July 15, 2022 EX-99.11

16 May 2022 PLEDGE OVER SHARES AGREEMENT (1) METI HOLDING S.à r.l. As Pledgor 1 (2) Mr Arturo Iossa FASANO As Pledgor 2 (3) NOMADIX HOLDINGS LLC As pledgee IN THE PRESENCE OF (4) VDA Holding S.A. The Company

Exhibit 99.11 16 May 2022 PLEDGE OVER SHARES AGREEMENT BETWEEN (1) METI HOLDING S.? r.l. As Pledgor 1 And (2) Mr Arturo Iossa FASANO As Pledgor 2 And (3) NOMADIX HOLDINGS LLC As pledgee IN THE PRESENCE OF (4) VDA Holding S.A. The Company CONTENTS RECITALS: 1 1. DEFINITIONS AND INTERPRETATION 2 2. PLEDGE OVER SHARES (ACTIONS) 3 3. VOTING RIGHTS AND DIVIDENDS 4 4. PLEDGORS' REPRESENTATIONS AND UNDER

July 15, 2022 EX-99.10

Exhibit 99.10

Exhibit 99.10 INVESTOR SENIOR LOAN AGREEMENT This investor senior loan agreement (the ?Agreement? or the ?Investor Senior Loan Agreement?) is entered into this 16th day of May 2022 by and between: (1) NOMADIX HOLDINGS LLC, a limited liability company duly organized and existing under the laws of Delaware (USA), with registered address at 1209 Orange St., New Castle, WILMINGTON, DE 19801, with File

July 15, 2022 EX-99.14

Exhibit 99.14

Exhibit 99.14 To: VDA Holding S.A. 26, Boulevard Royal, L-2449 LUXEMBOURG To the kind attention of: Giorgio BIANCHI and Marco GOSTOLI Luxembourg, May 16, 2022 Dear Sirs, We have received your proposal dated on or about the date hereof regarding a subordination agreement to be entered into with You and transcribe in full the text of your proposal and return it to You, signed by a duly authorised re

July 15, 2022 SC 13D/A

TKOI / Telkonet, Inc. / VDA GROUP S.p.A. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Telkonet,Inc. (Name of Issuer) Common Stock par value $0.001 (Title of Class of Securities) 879604106 (CUSIP Number) Piercarlo Gramaglia VDA Group S.p.A. Viale Lino Zanussi, 3, 33170 Pordenone PN, Italy +39 0434 516111 Kate L. Bechen Dykema Gossett PLLC 1

June 1, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date May 26, 2022 (Date of earliest event reported) TELKONET, INC.

May 16, 2022 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 1

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET,

April 12, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 telkonetdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

March 31, 2022 EX-21.1

Telkonet, Inc. Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES Name Ownership % State of Incorporation Telkonet Communications, Inc. 100.0 Delaware

March 31, 2022 EX-10.11

Employment Agreement by and between Telkonet, Inc. and Richard E. Mushrush, dated as of August 6, 2021

EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated August 6, 2021, is entered into by and between Telkonet, Inc., a Utah corporation, and its respective current and former parent companies, successors, predecessors, subsidiaries and other affiliated companies as well as any of their respective current and former directors, officers, agents, shareholders, and employees ("Telkonet" or "Company

March 31, 2022 EX-10.10

Employment Agreement by and between Telkonet, Inc. and Jeffrey J. Sobieski, dated as of August 6, 2021

EXHIBIT 10.10 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated August 6, 2021, is entered into by and between Telkonet, Inc., a Utah corporation, and its respective current and former parent companies, successors, predecessors, subsidiaries and other affiliated companies as well as any of their respective current and former directors, officers, agents, shareholders, and employees (?Telkonet? or ?Company

March 31, 2022 EX-10.9

Employment Agreement by and between Telkonet, Inc. and Jason L. Tienor, dated as of August 6, 2021

EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated August 6, 2021, is entered into by and between Telkonet, Inc., a Utah corporation, and its respective current and former parent companies, successors, predecessors, subsidiaries and other affiliated companies as well as any of their respective current and former directors, officers, agents, shareholders, and employees ("Telkonet" or "Company"

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ☐ Transition Report Pursuant to Section

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-31972 TELKONET, INC.

March 31, 2022 EX-10.30

Consulting Agreement by and between Telkonet and Piercarlo Gramaglia dated as of November 16, 2021

EXHIBIT 10.33 EXECUTION VERSION Consulting Agreement THIS CONSULTING AGREEMENT (the ?Agreement?) is dated January 7, 2022 (the ?Effective Date?), by and between Telkonet, Inc., a Utah corporation (the ?Company?) and Piercarlo Gramaglia, in his capacity as principal of his consulting company, VAT# 04992880262 (?Consultant?). WITNESSETH: WHEREAS, in connection with that certain Stock Purchase Agreem

March 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date March 10, 2022 (Date of earliest event reported) TELKONET, INC.

March 16, 2022 EX-10.2

Severance and Release Agreement entered into as of March 10, 2022, by and between Telkonet, Inc. and Mr. Tienor

Exhibit 10.2 March 10, 2022 PERSONAL AND CONFIDENTIAL VIA BY HAND Mr. Jason L. Tienor W309 N1557 Greywood Lane Delafield, WI 53018 Re: Severance Agreement and General Release Dear Jason: This Severance and Release Agreement (the ?Agreement?) is being entered into by and between you and Telkonet, Inc. (the "Company") in consideration of the promises and obligations of the parties as set forth herei

March 16, 2022 EX-10.1

Fourteenth Amendment to Loan and Security Agreement entered into as of March 10, 2022, by and among Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.1 FOURTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fourteenth Amendment to Loan and Security Agreement is entered into as of March 10, 2022 (the ?Amendment?), by and among TELKONET, INC. (?Borrower?) and HERITAGE BANK OF COMMERCE (?Bank?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2014 and as amended from time to

January 19, 2022 EX-99.5

Exhibit 99.5- Term Sheet, by and among VDA Holding S.A., VDA Group S.p.A. and Nomadix Holdings LLC, dated January 6, 2022.

Exhibit 99.5 NOMADIX HOLDINGS LLC TERM SHEET This term sheet (the "Term Sheet") summarizes the principal terms of a potential transaction between the parties set forth below. Except as specifically set forth below there is no legally binding obligation on the part of any negotiating party until definitive agreements are signed and delivered by all parties. Lender NOMADIX HOLDINGS LLC (?NMX?), a li

January 19, 2022 EX-99.7

6 January 2022 PLEDGE OVER SHARES AGREEMENT (1) METI HOLDING S.à r.l. As Pledgor 1 (2) Mr Arturo Iossa FASANO As Pledgor 2 (3) NOMADIX HOLDINGS LLC As pledgee IN THE PRESENCE OF (4) VDA Holding S.A. The Company

Exhibit 99.7 6 January 2022 PLEDGE OVER SHARES AGREEMENT BETWEEN (1) METI HOLDING S.? r.l. As Pledgor 1 And (2) Mr Arturo Iossa FASANO As Pledgor 2 And (3) NOMADIX HOLDINGS LLC As pledgee IN THE PRESENCE OF (4) VDA Holding S.A. The Company CONTENTS RECITALS: 1 1. DEFINITIONS AND INTERPRETATION 2 2. PLEDGE OVER SHARES (ACTIONS) 3 3. VOTING RIGHTS AND DIVIDENDS 3 4. PLEDGORS' REPRESENTATIONS AND UND

January 19, 2022 EX-99.6

CONVERTIBLE LOAN AGREEMENT

Exhibit 99.6 CONVERTIBLE LOAN AGREEMENT This Convertible Loan Agreement is entered into this 6th Day of January 2022 by and between: (1) NOMADIX HOLDINGS LLC, a limited liability company duly organized and existing under the laws of Delaware (USA), with registered address at 1209 Orange St., New Castle, Wilmington, DE 19801, with File Number 7506079, represented by Ted HELVEY, acting in his capaci

January 19, 2022 EX-99.10

TELKONET, INC. COMMON STOCK PURCHASE WARRANT

Exhibit 99.10 WARRANT Date of Issuance: January 7, 2022 THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A RESIDENT OF THE UNITED STATES, IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRA

January 19, 2022 EX-99.4

LUXEMBOURG 6

Exhibit 99.4 LUXEMBOURG 6th, august 2021 VIA EMAIL VDA Group S.p.A Via L. Zanussi 3 Re: Funding of Telkonet, Inc. Transaction by VDA Holding SA (?VDA Holding?) Dear VDA: VDA Group S.p.A., an Italian joint stock company (societ? per azioni) incorporated under the laws of the Republic of Italy and wholly-owned subsidiary of VDA Holding (?VDA Group?) and Telkonet, Inc., a Utah corporation (?Telkonet?

January 19, 2022 SC 13D/A

TKOI / Telkonet, Inc. / VDA GROUP S.p.A. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Telkonet, Inc. (Name of Issuer) Common Stock par value $0.001 (Title of Class of Securities) 879604106 (CUSIP Number) Piercarlo Gramaglia VDA Group S.p.A. Viale Lino Zanussi, 3, 33170 Pordenone PN, Italy +39 0434 516111 Allan Grauberd, Esq. Moses & Singer

January 19, 2022 EX-99.9

Subject: Letter of appointment for Financial Advisory activities

Exhibit 99.9 Subject: Letter of appointment for Financial Advisory activities (1) OBJECT OF THE ASSIGNMENT Assuming that: 1. VDA Holding S.A., with registered office in Luxembourg, Rue de Beggen no. 8, Num?ro d'immatriculation au R.C.S. Luxembourg no. B239150 (from now on for simplicity also "Holding"), is the holding company that controls 100% of VDA Group SpA, a company under Italian law with re

January 19, 2022 EX-99.3

LOCK-UP AND LEAK OUT AGREEMENT

Exhibit 99.3 EXECUTION VERSION LOCK-UP AND LEAK OUT AGREEMENT This LOCK-UP AND LEAK-OUT AGREEMENT (the ?Agreement?) is made as of January 7, 2022 (the ?Effective Date?) by and between Telkonet, Inc., a Utah corporation, (the ?Company?), and VDA Group, S.p.A., an Italian joint stock company (?VDA? or the ?Shareholder?). Capitalized terms used but not otherwise defined herein, and the term ?control,

January 19, 2022 EX-99.8

schedule 1 Description of the secured obligations

Exhibit 99.8 To: VDA Group S.p.A. Viale Lino Zanussi,3 33170 Pordenone (Italy) Attention: Piercarlo Gramaglia Attention: Alberto Nogarotto VDA Holding S.A. 26, Boulevard Royal L-2449 Luxembourg Attention: Giorgio Bianchi 6 January 2022 Ref: VDA Group S.p.A. - Pledge over shares - acceptance Dear Sirs, We hereby acknowledge receipt of the proposal of VDA Holding S.A. relating to entering into a dee

January 13, 2022 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date January 7, 2022 (Date of earliest event reported) TELKONET, INC.

January 13, 2022 EX-99.1

Telkonet ClOSES FINANCING TRANSACTION with VDA Group Strategic Transaction Expands Companies’ Reach and Creates Opportunity for Global Leadership in Intelligent Automation, Occupancy-based Energy Management and Iot Technology through a Collective Wor

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet ClOSES FINANCING TRANSACTION with VDA Group Strategic Transaction Expands Companies? Reach and Creates Opportunity for Global Leadership in Intelligent Automation, Occupancy-based Energy Management and Iot Technology through a Collective World-wide Presence Telkonet, Inc. (OTCQB: TK

December 15, 2021 EX-10.1

Thirteenth Amendment to Loan and Security Agreement entered into as of December 13, 2021, by and among Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.1 THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Thirteenth Amendment to Loan and Security Agreement is entered into as of December 13, 2021 (the ?Amendment?), by and among TELKONET, INC. (?Borrower?) and HERITAGE BANK OF COMMERCE (?Bank?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2014 and as amended from time

December 15, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date December 13, 2021 (Date of earliest event reported) TELKONET, INC.

November 15, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date November 15, 2021 (Date of earliest event reported) TELKONET, INC.

November 15, 2021 EX-99.1

Telkonet Reports Third Quarter 2021 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 +Media Contacts: Telkonet Investor Relations 414.302.2298 [email protected] FOR IMMEDIATE RELEASE Telkonet Reports Third Quarter 2021 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA, WI ? November 15, 2021 - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), a leader of intelligent automation solutions designed to optimize comfort, operati

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31972 TELKONET, INC.

November 1, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date October 27, 2021 (Date of earliest event reported) TELKONET, INC.

October 12, 2021 8-K/A

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

October 6, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date September 30, 2021 (Date of earliest event reported) TELKONET, INC.

October 6, 2021 EX-10.1

Twelfth Amendment to Loan and Security Agreement entered into as of September 30, 2021, by and among Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.1 TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Twelfth Amendment to Loan and Security Agreement is entered into as of September 30, 2021 (the ?Amendment?), by and among TELKONET, INC. (?Borrower?) and HERITAGE BANK OF COMMERCE (?Bank?). RECITALS A. Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2014 and as amended from time t

September 24, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date September 20, 2021 (Date of earliest event reported) TELKONET, INC.

September 23, 2021 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-

September 22, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 telkonetdef14a.htm DEFINITIVE NOTICE AND PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Conf

September 3, 2021 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-31972 TELKONET, INC.

August 16, 2021 EX-99.1

Telkonet Reports Second Quarter 2021 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.302.2298 [email protected] FOR IMMEDIATE RELEASE Telkonet Reports Second Quarter 2021 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA, WI ? August 16, 2021 - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), a leader of intelligent automation solutions designed to optimize comfort, operation

August 16, 2021 EX-99.1

JOINT FILING AGREEMENT Agreement for Joint Filing of Schedule 13D

Exhibit 99.1 JOINT FILING AGREEMENT Agreement for Joint Filing of Schedule 13D Dated August 16, 2021 In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Statement on Schedule 13D referred to below) on behalf of each of them of the Stateme

August 16, 2021 SC 13D

TKOI / Telkonet, Inc. / VDA GROUP S.p.A. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Telkonet, Inc. (Name of Issuer) Common Stock par value $0.001 (Title of Class of Securities) 879604106 (CUSIP Number) Piercarlo Gramaglia VDA Group S.p.A. Viale Lino Zanussi, 3, 33170 Pordenone PN, Italy +39 0434 516111 Allan Grauberd, Esq. Moses & Singer LLP 405 Lexington

August 16, 2021 EX-99.2

Exhibit 99.2- Form of Leak-Out Agreement by and among Telkonet, Inc. and certain shareholders of Telkonet, Inc.

Exhibit 99.2 LOCK-UP AND LEAK OUT AGREEMENT This LOCK-UP AND LEAK-OUT AGREEMENT (the ?Agreement?) is made as of ,[1] 2021 (the ?Effective Date?) by and between Telkonet, Inc., a Utah corporation, (the ?Company?), and the person or entity listed on the signature page hereof as a shareholder (the ?Shareholder?). Capitalized terms used but not otherwise defined herein, and the term ?control,? shall h

August 16, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date August 16, 2021 (Date of earliest event reported) TELKONET, INC.

August 10, 2021 EX-10.4

Registration Rights Agreement, dated August 6, 2021, between Telkonet, Inc. and VDA Group S.p.A.

Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 6, 2021, among Telkonet, Inc., a Utah corporation (the "Company"), and VDA Group S.p.A., an Italian joint stock company incorporated under the laws of the republic of Italy (the "Investor") to be effective upon the Closing of the Purchase Agreemen

August 10, 2021 EX-99.1

Telkonet signs Stock Purchase Agreement with VDA Group Strategic Transaction Will Expand Companies’ Reach and Create Opportunity for Global Leadership in Intelligent Automation, Occupancy-based Energy Management and Iot Technology through a Collectiv

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet signs Stock Purchase Agreement with VDA Group Strategic Transaction Will Expand Companies? Reach and Create Opportunity for Global Leadership in Intelligent Automation, Occupancy-based Energy Management and Iot Technology through a Collective World-wide Presence Telkonet, Inc. (OTCQ

August 10, 2021 EX-10.1

Stock Purchase Agreement, dated August 6, 2021, between Telkonet, Inc. and VDA Group S.p.A

Exhibit 10.1 STOCK PURCHASE AGREEMENT by and between V.D.A. Group S.p.A. an Italian joint stock company incorporated under the laws of the Republic of Italy and TELKONET, Inc., a Utah corporation August 6, 2021 EXECUTION VERSION STOCK PURCHASE AGREEMENT This STOCK purchase Agreement (?Agreement?) is made and entered into as of August 6, 2021, by and between VDA Group S.p.A., an Italian joint stock

August 10, 2021 EX-10.3

Form of Voting Agreement

Exhibit 10.3 VOTING AGREEMENT This VOTING AGREEMENT (the ?Agreement?), dated as of August 6, 2021, is entered into by and between VDA Group S.p.A., an Italian joint stock company incorporated under the laws of the republic of Italy (?VDA?), and the person or entity listed on the signature page hereof as a shareholder (the ?Shareholder?). RECITALS WHEREAS, VDA and Telkonet, Inc., a Utah corporation

August 10, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date August 6, 2021 (Date of earliest event reported) TELKONET, INC.

August 10, 2021 EX-10.2

Form of Common Stock Purchase Warrant

Exhibit 10.2 WARRANT {Insert Date of Issuance} THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A RESIDENT OF THE UNITED STATES, IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STAT

June 3, 2021 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 telkonet8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date May 27, 2021 (Date of earliest event reported) TELKONET, INC. (Exact Name of Registrant as Specified in Its Charter) Utah (State or Other Jurisdiction of Incorporation) 000-31972 87-0627421 (Commissio

May 17, 2021 EX-99.1

Telkonet Reports First Quarter 2021 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.302.2298 [email protected] FOR IMMEDIATE RELEASE Telkonet Reports First Quarter 2021 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA, WI - May 17, 2021 - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), a leader of intelligent automation solutions designed to optimize comfort, operational a

May 17, 2021 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 o TRANSITION REPORT PURSUANT TO SECTION 1

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET,

May 17, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date May 17, 2021 (Date of earliest event reported) TELKONET, INC.

April 30, 2021 EX-10.1

Paycheck Protection Program Note, dated April 26, 2021, between Telkonet, Inc. and Heritage Bank of Commerce

EXHIBIT 10.1 NOTE SBA Loan # 1395658910 SBA Loan Name Telkonet Inc Date April 26, 2021 Loan Amount $913,062.50 Interest Rate 1.00% Borrower Name Telkonet Inc Operating Company N/A Lender Heritage Bank of Commerce 1. PROMISE TO PAY: in return for the Loan, Borrower promises to pay to the order of Lender the amount of Nine Hundred Thirteen Thousand Sixty Two Dollars and Fifty Cents, interest on the

April 30, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date April 26, 2021 (Date of earliest event reported) TELKONET, INC.

April 26, 2021 DEF 14A

- PROXY STATEMENT

TELKONET, INC. 20800 Swenson Drive Suite 175 Waukesha, WI 53186 414-302-2299 April 26, 2021 Dear Stockholder: You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Telkonet, Inc. (the ?Company?) to be held on May 27, 2021 at 1:00 p.m., local time, at the offices of Telkonet, Inc., 20800 Swenson Dr., Suite 175, Waukesha, WI 53186. The accompanying Notice of Annual Meeting o

March 31, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date March 31, 2021 (Date of earliest event reported) TELKONET, INC.

March 31, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 Commission file number: 001-31972 TELKO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 Commission file number: 001-31972 TELKONET, INC.

March 31, 2021 EX-21

Telkonet, Inc. Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES Name Ownership % State of Incorporation Telkonet Communications, Inc. 100.0 Delaware

March 31, 2021 EX-99.1

Telkonet Announces Fiscal Year 2020 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.302.2298 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Fiscal Year 2020 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA, WI - March 31, 2021 - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), a leader of intelligent automation solutions designed to optimize comfort, operational

February 19, 2021 EX-10.1

Wireless Network Patent License Agreement, dated effective November 30, 2020, by and between Telkonet, Inc., SIPCO, LLC, and IPCO, LLC dba IntusTM

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. WIRELESS NETWORK PATENT LICENSE AGREEMENT THIS WIRELESS NETWORK PATENT LICENSE AGREEMENT is made by and between SIPCO, LLC (?SIPCO?), a limited lia

February 19, 2021 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

December 2, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date November 30, 2020 (Date of earliest event reported) TELKONET, INC.

December 2, 2020 EX-10.1

Wireless Network Patent License Agreement, dated effective November 30, 2020, by and between Telkonet, Inc., SIPCO, LLC, and IPCO, LLC dba IntusTM

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. WIRELESS NETWORK PATENT LICENSE AGREEMENT THIS WIRELESS NETWORK PATENT LICENSE AGREEMENT is made by and between SIPCO, LLC (“SIPCO”), a limited lia

November 16, 2020 EX-99.1

Telkonet Reports Third Quarter 2020 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Reports Third Quarter 2020 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA, WI – November 16, 2020 - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), an innovation leader in commercial intelligent automation and energy management sol

November 16, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKO

November 16, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date November 16, 2020 (Date of earliest event reported) TELKONET, INC.

August 14, 2020 EX-99.1

Telkonet Reports Second Quarter 2020 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Reports Second Quarter 2020 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA, WI – August 14, 2020 - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), an innovation leader in commercial intelligent automation and energy management solu

August 14, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET,

August 14, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date August 14, 2020 (Date of earliest event reported) TELKONET, INC.

June 2, 2020 EX-10.1

Telkonet, Inc. 2020 Stock Option and Incentive Plan

Exhibit 10.1 TELKONET, INC. 2020 Stock Option and Incentive Plan SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The following sets forth the terms and conditions of the 2020 Stock Option and Incentive Plan (the “Plan”) adopted by the Board of Directors of Telkonet, Inc., a Utah corporation (the “Company”) on February 24, 2020, and approved by the stockholders of the Company on May 28, 2020. T

June 2, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date May 28, 2020 (Date of earliest event reported) TELKONET, INC.

May 15, 2020 EX-99.1

Telkonet Reports First Quarter 2020 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Reports First Quarter 2020 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA, WI – May 15, 2020 - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), developer of the EcoSmart Platform of intelligent automation designed to optimize occupa

May 15, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET,

May 15, 2020 EX-10.2

Amendment to Telkonet, Inc. 2010 Stock Option and Incentive Plan

Exhibit 10.2 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF TELKONET, INC. April 14, 2020 The undersigned, being all of the members of the board of directors (the "Board of Directors") of Telkonet, Inc., a Utah corporation (the "Company"), do hereby waive any and all formalities of notice, time, date, place, and purpose of meeting and hereby adopt the following resolutions, such resolution

May 15, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date May 15, 2020 (Date of earliest event reported) TELKONET, INC.

April 27, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date April 21, 2020 (Date of earliest event reported) TELKONET, INC.

April 27, 2020 EX-10.1

Paycheck Protection Program Promissory Note, dated April 17, 2020, between Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.1 NOTE SBA Loan # 35643471-10 SBA Loan Name Telkonet, Inc. Date April 17, 2020 Loan Amount $913,063.00 Interest Rate 1.00% Borrower Name Telkonet, Inc. Operating Company N/A Lender Heritage Bank of Commerce 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to the order of Lender the amount of Nine Hundred Thirteen Thousand Sixty Three and 00/100 Dollars, interest on th

April 14, 2020 DEF 14A

TKOI / Telkonet, Inc. DEF 14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant o Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for use of the Commission

April 14, 2020 DEFA14A

TKOI / Telkonet, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of

April 2, 2020 EX-16.1

Letter of BDO USA, LLP to the Securities and Exchange Commission dated April 2, 2020.

Exhibit 16.1 BDO Tel: 414-272-5900 Fax: 414-272-1090 www.bdo.com Two Plaza East 330 East Kilbourn Avenue, Suite 750 Milwaukee, WI 53202 April 2, 2020 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on March 30, 2020, to be filed by our former client, Telkonet, Inc. We

April 2, 2020 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date March 30, 2020 (Date of earliest event reported) TELKONET, INC.

March 30, 2020 10-K

TKOI / Telkonet, Inc. 10-K - Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 Commission file number: 001-31972 TELKONET, INC.

March 30, 2020 EX-99.1

Telkonet Announces Fiscal Year 2019 Financial Results with Strong Revenue Growth of 42% Over Prior Year Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Fiscal Year 2019 Financial Results with Strong Revenue Growth of 42% Over Prior Year Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA, WI - March 30, 2020 - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), developer of the EcoSmart Platform o

March 30, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date March 30, 2020 (Date of earliest event reported) TELKONET, INC.

March 30, 2020 EX-10.17

Fourth Amended to Loan and Security Agreement, dated March 29, 2017, by and among Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.17 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fourth Amendment to Loan and Security Agreement is entered into as of March 29, 2017 (the "Amendment"), by and among TELKONET, INC. and ETHOSTREAM LLC (together, "Borrowers" and each, a "Borrower"), and HERITAGE BANK OF COMMERCE ("Bank"). RECITALS Borrowers and Bank are parties to that certain Loan and Security Agreement dated as o

March 30, 2020 EX-10.16

Third Amended to Loan and Security Agreement, dated January 25, 2017, by and among Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.16 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Third Amendment to Loan and Security Agreement is entered into as of January 25, 2017 (the "Amendment"), by and among TELKONET, INC. and ETHOSTREAM LLC (together, "Borrowers" and each, a "Borrower"), and HERITAGE BANK OF COMMERCE ("Bank"). RECITALS Borrowers and Bank are parties to that certain Loan and Security Agreement dated as o

March 30, 2020 EX-10.18

Fifth Amended to Loan and Security Agreement, dated August 29, 2017, by and among Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.18 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fifth Amendment to Loan and Security Agreement is entered into as of August 29, 2017 (the "Amendment"), by and among TELKONET, INC. ("Borrower"), and HERITAGE BANK OF COMMERCE ("Bank"). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2014 and as amended from time to time,

March 30, 2020 EX-4.4

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Telkonet, Inc., a Utah corporation (the “Company,” “we,” or “our”), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock, $0.001 par value (our “Common Stock”

November 14, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date November 14, 2019 (Date of earliest event reported) TELKONET, INC.

November 14, 2019 EX-99.1

Telkonet Announces Third Quarter 2019 Financial Results Year to Date Revenues Exceed Prior Full Year Revenues Teleconference and Webcast to be Held Today at 4:30 P.M. ET

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Third Quarter 2019 Financial Results Year to Date Revenues Exceed Prior Full Year Revenues Teleconference and Webcast to be Held Today at 4:30 P.M. ET WAUKESHA (November 14, 2019) - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), creator of the EcoSmart platform

November 14, 2019 10-Q

TKOI / Telkonet, Inc. 10-Q - Quarterly Report - FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKO

November 7, 2019 EX-10.1

Eleventh Amendment to Loan and Security Agreement entered into as of November 6, 2019, by and among Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.1 ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Eleventh Amendment to Loan and Security Agreement is entered into as of November 6, 2019 (the “Amendment”), by and among TELKONET, INC. (“Borrower”) and HERITAGE BANK OF COMMERCE (“Bank”), and is effective as of September 30, 2019. RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of Septe

November 7, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date November 6, 2019 (Date of earliest event reported) TELKONET, INC.

August 13, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date August 13, 2019 (Date of earliest event reported) TELKONET, INC.

August 13, 2019 EX-99.1

Telkonet Announces Second Quarter 2019 Financial Results Revenue Ramp Continues for Third Consecutive Quarter Contributing to Record Results Teleconference and Webcast to be Held Today at 10:00 A.M. ET

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Second Quarter 2019 Financial Results Revenue Ramp Continues for Third Consecutive Quarter Contributing to Record Results Teleconference and Webcast to be Held Today at 10:00 A.M. ET WAUKESHA (August 13, 2019) - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), cr

August 13, 2019 10-Q

TKOI / Telkonet, Inc. 10-Q - Quarterly Report - FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET,

May 29, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date May 23, 2019 (Date of earliest event reported) TELKONET, INC.

May 16, 2019 SD

TKOI / Telkonet, Inc. SD SPECIALIZED DISCLOSURE REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT Telkonet, Inc. (Exact Name of Registrant as Specified in Charter) UTAH 001-31972 87-0627421 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 20800 Swenson Dr. Suite 175, Waukesha, WI 53186 (Address of Principal Executive Offices)

May 15, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date May 15, 2019 (Date of earliest event reported) TELKONET, INC.

May 15, 2019 EX-99.1

Telkonet Announces First Quarter 2019 Financial Results Substantial Year-over-Year Revenue Growth Fueled by Channel and International Sales and a Strong Backlog Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces First Quarter 2019 Financial Results Substantial Year-over-Year Revenue Growth Fueled by Channel and International Sales and a Strong Backlog Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA (May 15, 2019) - Telkonet, Inc. (OTCQB: TKOI), (the “Company”

May 15, 2019 10-Q

TKOI / Telkonet, Inc. 10-Q Quarterly Report QUARTERLY REPORT

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET,

April 12, 2019 DEFA14A

TKOI / Telkonet, Inc. DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of

April 12, 2019 DEF 14A

TKOI / Telkonet, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of

April 3, 2019 EX-99.1

Telkonet Announces Fiscal Year 2018 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Fiscal Year 2018 Financial Results Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA (April 1, 2019) - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), developer of the EcoSmart Platform of intelligent automation solutions designed to optimize

April 3, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date April 1, 2019 (Date of earliest event reported) TELKONET, INC.

April 1, 2019 EX-10.17

Employment Agreement by and between Telkonet, Inc. and Richard E. Mushrush, dated as of October 1, 2018

Exhibit 10.17 EMPLOYMENT AGREEMENT THIS AGREEMENT is dated October 1, 2018 by and between Telkonet, Inc, a Utah corporation ("Telkonet" or "Company") and Richard E. Mushrush ("Executive"). WHEREAS, Telkonet desires to employ Executive and to secure for itself the experience, abilities and services of Executive in the capacity of Chief Financial Officer (CFO) of Telkonet upon the terms and conditio

April 1, 2019 10-K

TKOI / Telkonet, Inc. FORM 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 Commission file number: 001-31972 TELKONET, INC.

April 1, 2019 EX-10.15

Employment Agreement by and between Telkonet, Inc. and Jason L. Tienor, dated as October 1, 2018

Exhibit 10.15 EMPLOYMENT AGREEMENT THIS AGREEMENT is dated October 1, 2018 by and between Telkonet, Inc, a Utah corporation ("Telkonet" or "Company") and Jason L. Tienor ("Executive"). WHEREAS, Telkonet desires to employ Executive and to secure for itself the experience, abilities and services of Executive in the capacity of Chief Executive Officer (CEO) of Telkonet upon the terms and conditions s

April 1, 2019 EX-10.16

Employment Agreement by and between Telkonet, Inc. and Jeffrey J. Sobieski, dated as of October 1, 2018

Exhibit 10.16 EMPLOYMENT AGREEMENT THIS AGREEMENT is dated October 1, 2018 by and between Telkonet, Inc, a Utah corporation ("Telkonet" or "Company") and Jeffrey J. Sobieski ("Executive"). WHEREAS, Telkonet desires to employ Executive and to secure for itself the experience, abilities and services of Executive in the capacity of Chief Technology Officer (CTO) of Telkonet upon the terms and conditi

February 14, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2019 TELKONET, INC. (Exact name of registrant as specified in its charter) Utah 000-31972 87-0627421 (State or other jurisdiction of incorporation) (Commission File Numbe

February 14, 2019 EX-10.1

Tenth Amendment to Loan and Security Agreement entered into as of February 12, 2019, by and among Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.1 TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Tenth Amendment to Loan and Security Agreement is entered into as of February 12, 2019 (the “Amendment”), by and among TELKONET, INC. (“Borrower”) and HERITAGE BANK OF COMMERCE (“Bank”). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2014 and as amended from time to time,

November 14, 2018 EX-99.1

Telkonet Announces Third Quarter 2018 Financial Results Bookings Continue Growth Trend Despite Slowed Quarterly Earnings Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Third Quarter 2018 Financial Results Bookings Continue Growth Trend Despite Slowed Quarterly Earnings Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA (November 14, 2018) - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), creator of the EcoSm

November 14, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date November 14, 2018 (Date of earliest event reported) TELKONET, INC.

November 14, 2018 EX-10.1

Seventh Amendment to Loan and Security Agreement entered into as of February 2, 2018, by and among Telkonet, Inc. and Heritage Bank of Commerce

EXHIBIT 10.1 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Seventh Amendment to Loan and Security Agreement is entered into as of February 2, 2018 (the "Amendment"), by and among TELKONET, INC. ("Borrower"), and HERITAGE BANK OF COMMERCE ("Bank"). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2014 and as amended from time to ti

November 14, 2018 10-Q

TKOI / Telkonet, Inc. FORM 10-Q (Quarterly Report)

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELK

November 14, 2018 EX-10.3

Ninth Amendment to Loan and Security Agreement entered into as of November 7, 2018, by and among Telkonet, Inc. and Heritage Bank of Commerce

EXHIBIT 10.3 NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Ninth Amendment to Loan and Security Agreement is entered into as of November 7, 2018 (the “Amendment”), by and among TELKONET, INC. (“Borrower”), and HERITAGE BANK OF COMMERCE (“Bank”). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2014 and as amended from time to time,

November 14, 2018 EX-10.2

Eighth Amendment to Loan and Security Agreement entered into as of April 5, 2018, by and among Telkonet, Inc. and Heritage Bank of Commerce

EXHIBIT 10.2 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Eighth Amendment to Loan and Security Agreement is entered into as of April 5, 2018 (the "Amendment"), by and among TELKONET, INC. ("Borrower"), and HERITAGE BANK OF COMMERCE ("Bank"). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2014 and as amended from time to time, i

August 14, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 August 14, 2018 (Date of earliest event reported) TELKONET, INC.

August 14, 2018 EX-99.1

Telkonet Announces Second Quarter 2018 Financial Results Company Experiences Substantial Quarterly Net Revenue Growth and Market Expansion Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Second Quarter 2018 Financial Results Company Experiences Substantial Quarterly Net Revenue Growth and Market Expansion Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA (August 14, 2018) - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), crea

August 14, 2018 10-Q

TKOI / Telkonet, Inc. QUARTERLY REPORT (Quarterly Report)

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET,

June 1, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date May 31, 2018 (Date of earliest event reported) TELKONET, INC.

May 25, 2018 SD

TKOI / Telkonet, Inc. FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT Telkonet, Inc. (Exact Name of Registrant as Specified in Charter) UTAH 001-31972 87-0627421 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 20800 Swenson Dr. Suite 175, Waukesha, WI 53186 (Address of Principal Executive Offices)

May 15, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date May 15, 2018 (Date of earliest event reported) TELKONET, INC.

May 15, 2018 EX-99.1

Telkonet Announces First Quarter 2018 Financial Results Company Continues Focus on Channel and Market Growth Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces First Quarter 2018 Financial Results Company Continues Focus on Channel and Market Growth Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA (May 15, 2018) - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), creator of the EcoSmart platform of i

May 15, 2018 10-Q

TKOI / Telkonet, Inc. QUARTERLY REPORT (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET, INC. (Exact name

April 18, 2018 DEFA14A

TKOI / Telkonet, Inc. DEF ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of

April 18, 2018 DEF 14A

TKOI / Telkonet, Inc. DEFINITIVE PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of

April 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date April 2, 2018 (Date of earliest event reported) TELKONET, INC.

April 2, 2018 EX-99.1

Telkonet Announces Fiscal Year 2017 Financial Results Corporate Divestiture Drives New IoT Expansion and Focus Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Fiscal Year 2017 Financial Results Corporate Divestiture Drives New IoT Expansion and Focus Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA (April 2, 2018) - Telkonet, Inc. (OTCQB: TKOI), (the “Company”, “Telkonet”), creator of the EcoSmart platform o

April 2, 2018 10-K

TKOI / Telkonet, Inc. FORM 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 Commission file number: 001-31972 TELKONET, INC.

November 14, 2017 10-Q

TKOI / Telkonet, Inc. FORM 10-Q (Quarterly Report)

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKO

November 14, 2017 EX-99.1

Telkonet Announces Third Quarter 2017 Financial Results New Key Initiatives Driving Revenue Growth and Successes Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Third Quarter 2017 Financial Results New Key Initiatives Driving Revenue Growth and Successes Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA (November 14, 2017) - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), creator of the EcoSmart plat

November 14, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date November 14, 2017 (Date of earliest event reported) TELKONET, INC.

October 26, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2017 TELKONET, INC. (Exact name of registrant as specified in its charter) Utah 000-31972 87-0627421 (State or other jurisdiction of incorporation) (Commission File Number

October 26, 2017 EX-10.1

Sixth Amendment to Loan and Security Agreement, dated October 23, 2017, by and between Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.1 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Sixth Amendment to Loan and Security Agreement is entered into as of October 23, 2017 (the ?Amendment?), by and among TELKONET, INC. (?Borrower?), and HERITAGE BANK OF COMMERCE (?Bank?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2014 and as amended from time to time,

August 14, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date August 14, 2017 (Date of earliest event reported) TELKONET, INC.

August 14, 2017 EX-99.1

Telkonet Announces Second Quarter 2017 Financial Results Company Continues Focused Industry Growth and Platform Evolution Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Second Quarter 2017 Financial Results Company Continues Focused Industry Growth and Platform Evolution Teleconference and Webcast to be Held Today at 4:30 P.M. EST WAUKESHA (August 14, 2017) - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), creator of the EcoSma

August 14, 2017 10-Q

TKOI / Telkonet, Inc. FORM 10-Q (Quarterly Report)

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET,

June 5, 2017 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date June 1, 2017 (Date of earliest event reported) TELKONET, INC.

June 1, 2017 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date June 1, 2017 (Date of earliest event reported) TELKONET, INC.

May 22, 2017 SD

Telkonet FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT Telkonet, Inc. (Exact Name of Registrant as Specified in Charter) UTAH 001-31972 87-0627421 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 20800 Swenson Dr. Suite 175, Waukesha, WI 53186 (Address of Principal Executive Offices)

May 22, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 01, 2017 TELKONET, INC. (Exact name of registrant as specified in its charter) Utah 000-31972 87-0627421 (State or other jurisdiction of incorporation) (Commission File Number) (I

May 22, 2017 EX-10.1

Employment Agreement by and between Telkonet, Inc. and Richard E. Mushrush, dated as of May 1, 2017

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is dated May 1, 2017 by and between Telkonet, Inc, a Utah corporation ("Telkonet" or "Company") and Richard E. Mushrush ("Executive"). WHEREAS, Telkonet desires to employ Executive and to secure for itself the experience, abilities and services of Executive in the capacity of Chief Financial Officer of Telkonet upon the terms and conditions specifie

May 15, 2017 EX-99.1

Telkonet Announces First Quarter 2017 Financial Results Dramatic Changes Driven By Hospitality Networking Asset Divestiture Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces First Quarter 2017 Financial Results Dramatic Changes Driven By Hospitality Networking Asset Divestiture Teleconference and Webcast to be Held Today at 4:30 P.M. EST MILWAUKEE (May 15, 2017) - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), creator of the EcoSma

May 15, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 15, 2017 (Date of earliest event reported) TELKONET, INC.

May 15, 2017 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 1

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET,

April 20, 2017 DEFA14A

Telkonet DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of

April 20, 2017 DEF 14A

Telkonet DEFINITIVE PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of

April 3, 2017 EX-10.27

2010 Amended and Restated Stock Option and Incentive Plan

Exhibit 10.27 TELKONET, INC. 2010 AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN (amended and restated effective as of November 17, 2016) SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The following sets forth the terms and conditions of the 2010 Amended and Restated Stock Option and Incentive Plan (the ?Plan?) adopted by the Board of Directors of Telkonet, Inc., a Utah corporation (the

April 3, 2017 EX-10.17

Amended and Restated Employment Agreement by and between Telkonet, Inc. and Jason L. Tienor, dated as of January 3, 2016

Exhibit 10.17 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is dated January 3, 2016 by and between Telkonet, Inc, a Utah corporation ("Telkonet" or "Company") and Jason L. Tienor ("Executive"). WHEREAS, Executive and the Company previously entered into an employment agreement dated as of May 1, 2015 (the ''Prior Employment Agreement");

April 3, 2017 EX-10.19

Amended and Restated Employment Agreement by and between Telkonet, Inc. and Matthew P. Koch, dated as of January 3, 2016

Exhibit 10.19 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is dated January 3, 2016 by and between Telkonet, Inc, a Utah corporation ("Telkonet" or "Company") and Matthew P. Koch ("Executive"). WHEREAS, Executive and the Company previously entered into an employment agreement dated as of May 1, 2015 (the ''Prior Employment Agreement");

April 3, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 Commission file number: 001-31972 TELKONE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 Commission file number: 001-31972 TELKONET, INC.

April 3, 2017 EX-10.18

Amended and Restated Employment Agreement by and between Telkonet, Inc. and Jeffrey J. Sobieski, dated as of January 3, 2016

Exhibit 10.18 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is dated January 3, 2016 by and between Telkonet, Inc, a Utah corporation ("Telkonet" or "Company") and Jeffrey Sobieski ("Executive"). WHEREAS, Executive and the Company previously entered into an employment agreement dated as of May 1, 2015 (the ''Prior Employment Agreement");

March 31, 2017 NT 10-K

Telkonet NOTICE OF LATE FILING

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . . . . . . 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2016 ?

March 31, 2017 8-K

Telkonet FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 31, 2017 (Date of earliest event reported) TELKONET, INC.

March 31, 2017 EX-99.1

Telkonet Announces Fiscal Year 2016 Financial Results 10% Revenue Growth Driven By Performance of EcoSmart Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Fiscal Year 2016 Financial Results 10% Revenue Growth Driven By Performance of EcoSmart Teleconference and Webcast to be Held Today at 4:30 P.M. EST MILWAUKEE (March 31, 2017) - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), creator of the EcoSmart platform of

March 31, 2017 EX-99.1

TELKONET, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 TELKONET, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information is based upon the historical financial statements of Telkonet, Inc. (the ?Company?), including certain pro forma adjustments, and has been prepared to illustrate the pro forma effect of the sale of substantially all assets and a

March 31, 2017 EX-2.1

Asset Purchase Agreement by and among EthoStream, LLC, Telkonet, Inc., and DCI-Design Communications, dated as of March 28, 2017

Exhibit 2.1 ASSET PURCHASE AGREEMENT among ETHOSTREAM LLC, as Seller, TELKONET, INC., as Shareholder, and DCI-DESIGN COMMUNICATIONS LLC, as Buyer Dated as of March 28, 2017 TABLE OF CONTENTS ARTICLE 1 SALE AND PURCHASE OF ASSETS 1 1.1 ACQUIRED ASSETS. 1 1.2 EXCLUDED ASSETS. 2 ARTICLE 2 ASSUMPTION OF LIABILITIES 2 2.1 ASSUMED LIABILITIES. 2 2.2 EXCLUDED LIABILITIES. 3 ARTICLE 3 CALCULATION AND PAYM

March 31, 2017 EX-99.2

Telkonet Announces Sale of Its Hospitality Networking Business Unit Divestiture of Non-Core Assets Supports EcoSmart Segment Growth Initiatives

Exhibit 99.2 News Release FOR IMMEDIATE RELEASE Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] Telkonet Announces Sale of Its Hospitality Networking Business Unit Divestiture of Non-Core Assets Supports EcoSmart Segment Growth Initiatives March 30, 2017: Waukesha, WI - Telkonet, Inc. (OTCQB: TKOI), a leader in intelligent automation and occupancy-based energy management t

March 31, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2017 TELKONET, INC.

January 4, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2017 TELKONET, INC.

November 14, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 November 14, 2016 (Date of earliest event reported) TELKONET, INC.

November 14, 2016 EX-99.1

Telkonet Announces Third Quarter 2016 Financial Results 9% Year to Date Revenue Increase Fueled By 20% EcoSmart Growth Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Third Quarter 2016 Financial Results 9% Year to Date Revenue Increase Fueled By 20% EcoSmart Growth Teleconference and Webcast to be Held Today at 4:30 P.M. EST MILWAUKEE (November 14, 2016) - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), creator of the EcoSma

November 14, 2016 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 o TRANSITION REPORT PURSUANT TO SECTI

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET, INC. (Exact n

November 14, 2016 EX-10.27

PROMISSORY NOTE

Exhibit 10.27 PROMISSORY NOTE Waukesha, Wisconsin $161,074.79 August 1, 2016 FOR VALUE RECEIVED, the undersigned Telkonet, Inc. ("Maker"), hereby promises to pay to the order of PETER T. KROSS or its assigns ("Holder"), the principal sum of One Hundred Sixty One Thousand, Seventy Four Dollars and Seventy Nine Cents ($161,074.79), together with interest on the unpaid principal balance (including un

October 28, 2016 EX-10.1

Second Amendment to Loan and Security Agreement, dated October 27, 2016, by and between Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Second Amendment to Loan and Security Agreement (the ?Amendment?) is entered into as of October 27, 2016 by and among HERITAGE BANK OF COMMERCE (?Bank?), TELKONET, INC. and ETHOSTREAM LLC (?Borrowers,? and each, a "Borrower"). RECITALS A. Borrowers and Bank are parties to that certain Loan and Security Agreement dated as of Septembe

October 28, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2016 TELKONET, INC. (Exact name of registrant as specified in its charter) Utah 000-31972 87-0627421 (State or other jurisdiction of incorporation) (Commission File Number

August 15, 2016 EX-99.1

Telkonet Announces Second Quarter 2016 Financial Results 21% Year to Date Revenue Growth Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Second Quarter 2016 Financial Results 21% Year to Date Revenue Growth Teleconference and Webcast to be Held Today at 4:30 P.M. EST MILWAUKEE (August 15, 2016) - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), creator of the EcoSmart platform of intelligent autom

August 15, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 August 15, 2016 (Date of earliest event reported) TELKONET, INC.

August 15, 2016 EX-99.1

Telkonet Announces Second Quarter 2016 Financial Results 21% Year to Date Revenue Growth Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Second Quarter 2016 Financial Results 21% Year to Date Revenue Growth Teleconference and Webcast to be Held Today at 4:30 P.M. EST MILWAUKEE (August 15, 2016) - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), creator of the EcoSmart platform of intelligent autom

August 15, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 August 15, 2016 (Date of earliest event reported) TELKONET, INC.

August 15, 2016 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET, INC. (Exact name o

August 15, 2016 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET, INC. (Exact name o

July 1, 2016 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date July 1, 2016 (Date of earliest event reported) TELKONET, INC.

June 22, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21,2016 TELKONET, INC.

June 22, 2016 EX-99.1

Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend that Telkonet Shareholders DO NOT VOTE for the Dissident Proxy Card

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend that Telkonet Shareholders DO NOT VOTE for the Dissident Proxy Card TELKONET URGES SHAREHOLDERS TO VOTE THE GREEN PROXY CARD MILWAUKEE (May 5, 2016) - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), today annou

June 17, 2016 DEFA14A

Telkonet DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of

June 17, 2016 DEFA14A

Telkonet DEFINITIVE PROXY MATERIALS

tkoidefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confiden

June 17, 2016 8-K

Telkonet FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2016 TELKONET, INC.

June 15, 2016 CORRESP

June 15, 2016

June 15, 2016 FOLEY & LARDNER LLP ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5306 414.

June 15, 2016 CORRESP

June 15, 2016

June 15, 2016 FOLEY & LARDNER LLP ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5306 414.

June 15, 2016 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 31, 2016 SD

Telkonet FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT Telkonet, Inc. (Exact Name of Registrant as Specified in Charter) UTAH 001-31972 87-0627421 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 20800 Swenson Dr. Suite 175, Waukesha, WI 53186 (Address of Principal Executive Offices)

May 19, 2016 DEFC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

May 19, 2016 CORRESP

May 19, 2016

May 19, 2016 FOLEY & LARDNER LLP ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5306 414.

May 17, 2016 PRRN14A

Telkonet 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A /A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

May 6, 2016 CORRESP

May 6, 2016

May 6, 2016 ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE, SUITE 3800 MILWAUKEE, WISCONSIN 53202-5306 414.

May 6, 2016 PREC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 5, 2016 EX-99.1

Telkonet Announces First Quarter 2016 Financial Results Company Achieves Record First Quarter Revenue Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces First Quarter 2016 Financial Results Company Achieves Record First Quarter Revenue Teleconference and Webcast to be Held Today at 4:30 P.M. EST MILWAUKEE (May 5, 2016) - Telkonet, Inc. (OTCQB: TKOI), (the ?Company?, ?Telkonet?), creator of the EcoSmart platform of intellig

May 5, 2016 8-K

Telkonet CURRENT REPORT ON FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 5, 2016 (Date of earliest event reported) TELKONET, INC.

May 5, 2016 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 1

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-31972 TELKONET, INC. (Exact name

April 29, 2016 DEF 14A

Telkonet PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of

April 7, 2016 PREC14A

Telkonet PRELIMINARY CONTESTED NOTICE AND PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of

March 30, 2016 EX-99.1

Telkonet Announces Fiscal Year 2015 Financial Results Growth and Strategic Partnerships Help Achieve Gross Profit Increase of 15 Percent, Teleconference and Webcast to be Held Today at 4:30 P.M. EST

Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Fiscal Year 2015 Financial Results Growth and Strategic Partnerships Help Achieve Gross Profit Increase of 15 Percent, Teleconference and Webcast to be Held Today at 4:30 P.M. EST MILWAUKEE (March 30, 2016) - Telkonet, Inc. (OTCQB: TKOI), creator of the EcoSmart platform of intelligent

March 30, 2016 8-K/A

Telkonet TELKONET, INC. (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 30, 2016 (Date of earliest event reported) TELKONET, INC.

March 30, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 30, 2016 (Date of earliest event reported) TELKONET, INC.

March 30, 2016 EX-99.1

Telkonet Announces the Engagement of Canaccord Genuity

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces the Engagement of Canaccord Genuity MILWAUKEE (March 30, 2016) - Telkonet, Inc. (OTCQB: TKOI), creator of the EcoSmart platform of intelligent in-room automation solutions designed to optimize comfort, energy efficiency and operational analytics in support of the emerging

March 30, 2016 8-K

Telkonet FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 30, 2016 (Date of earliest event reported) TELKONET, INC.

March 30, 2016 EX-99.1

Telkonet Announces Fiscal Year 2015 Financial Results Year-to-Date Revenue Grows 2% and Gross Profit Rises 15% Teleconference and Webcast to be Held Today at 4:30 PM ET

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Fiscal Year 2015 Financial Results Year-to-Date Revenue Grows 2% and Gross Profit Rises 15% Teleconference and Webcast to be Held Today at 4:30 PM ET March 30, 2016 - Milwaukee, WI - Telkonet, Inc. (OTCQB: TKOI), creator of the EcoSmart platform of intelligent in-room auto

March 30, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 Commission file number: 001-31972 TELKONE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 Commission file number: 001-31972 TELKONET, INC.

February 29, 2016 DFAN14A

Telkonet 14A

cg707.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

February 23, 2016 EX-10.1

First Amendment to Loan and Security Agreement, dated February 17, 2016, by and between Telkonet, Inc. and Heritage Bank of Commerce

Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (the ?Amendment?) is entered into as of February 17, 2016 by and among HERITAGE BANK OF COMMERCE (?Bank?), TELKONET, INC., and ETHOSTREAM LLC (?Borrowers, ? and each, a ?Borrower?). RECITALS A. Borrowers and Bank are parties in that certain Loan and Security Agreement dated as of Septemb

February 23, 2016 8-K

Telkonet Form 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2016 TELKONET, INC. (Exact name of registrant as specified in its charter) Utah 000-31972 87-0627421 (State or other jurisdiction of incorporation) (Commission File Numbe

November 17, 2015 EX-99.1

Telkonet Welcomes F. John Stark III as New Chief Financial Officer

EX-99.1 3 telkonet8k-ex9901.htm PRESS RELEASE Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Welcomes F. John Stark III as New Chief Financial Officer November 16, 2015 - Milwaukee, WI - Telkonet, Inc. (OTCQB: TKOI), creator of the EcoSmart platform of in-room automation solutions integrated to optimize energy efficiency, comfor

November 17, 2015 8-K

Telkonet TELKONET, INC. (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2015 TELKONET, INC. (Exact name of registrant as specified in its charter) Utah 000-31972 87-0627421 (State or other jurisdiction of incorporation) (Commission File Numbe

November 17, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is dated November 14, 2015 by and between Telkonet, Inc, a Utah corporation (?Telkonet? or ?Company?) and F. John Stark (?Executive?). WHEREAS, Telkonet desires to employ Executive and to secure for itself the experience, abilities and services of Executive in the capacity of Chief Financial Officer of Telkonet upon the terms and conditions specifie

November 12, 2015 EX-99.1

Telkonet Announces Third Quarter 2015 Results Year-to-Date Revenue Grows 3%, Gross Profit Rises 21% and Adjusted EBITDA Increases 99% Teleconference and Webcast to be Held Today at 4:30 PM ET

Exhibit 99.1 Media Contacts: Telkonet Investor Relations 414.721.7988 [email protected] FOR IMMEDIATE RELEASE Telkonet Announces Third Quarter 2015 Results Year-to-Date Revenue Grows 3%, Gross Profit Rises 21% and Adjusted EBITDA Increases 99% Teleconference and Webcast to be Held Today at 4:30 PM ET November 12, 2015 - Milwaukee, WI - Telkonet, Inc. (OTCQB: TKOI), creator of the EcoSmart platform o

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