Turbogen operating loss rises to $5.22M in H1 2026
The $5 million August placement was subject to a milestone achieved August 28; three TR3200 installations are expected in Q4 2026.
Turbogen Ltd. (TRBG) reported no revenue for the six months ended June 30, 2026. Net loss narrowed to $4.175 million from $7.629 million a year earlier, while operating loss increased to $5.217 million from $2.261 million. The net-loss improvement primarily reflected a $6.430 million favorable change in warrant fair-value and debt-extinguishment effects, partly offset by higher operating expenses.
Cash and cash equivalents were $7.196 million at June 30, 2026, and operating activities used $2.674 million, versus $1.432 million in the prior-year period. The August private placement raised $5 million gross through 1,131,616 ordinary shares at NIS 13.22 ($4.42) each after its milestone was achieved August 28. Based on expected spending and proceeds from the placement and warrant-inducement agreement, management expected existing cash to fund operations through the end of 2027.
TurboGen’s ordinary shares began Nasdaq Capital Market trading August 31, 2026; warrant exercises resulted in 934,927 ordinary shares issued to Lender A and Lenders F. The company ordered 12 TR3200 systems, with three expected to be installed in Q4 2026 and nine over the following 12 months.
Positive
- Net loss narrowed 45% to $4.175 million, mainly from warrant/debt accounting effects.
Negative
- Operating loss rose 131% to $5.217 million in the first half of 2026.
- Operating cash use reached $2.674 million, versus $1.432 million in 2025.
Filing Explained
The 2025 agreement for 921,621 shares and up to $5 million ended before closing; the separate August 2026 placement is a different transaction.
TurboGen reports that the June 30 Nasdaq milestone was not met; 750,000 share rights were converted into ordinary shares on
The completed share issuance increases the total share count and reduces existing holders’ percentage ownership, absent offsetting changes.
Separately, TurboGen terminated its August 2025 purchase agreement on
The filing describes revenue-linked grant royalties: IIA royalties of
Key Figures
Key Terms
Energy-as-a-Service (EaaS) financial
warrant liability financial
Restricted Share Units (RSUs) financial
off-balance sheet arrangements financial
micro-grid technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was TRBG's net loss for the first half of 2026?
How much did TurboGen raise in its August 2026 private placement?
How long did TurboGen expect its cash to fund operations?
How many TR3200 systems did TurboGen order?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026 (Report No. 2)
Commission file number: 001-43468
TURBOGEN LTD.
(Translation of registrant’s name into English)
22 Efal Street, Kiryat Aryeh,
Petah Tikva, 4951122 Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
CONTENTS
This Report of Foreign Private Issuer on Form 6-K, or Report, of TurboGen Ltd. (the “Company”) consists of the Company’s: (i) Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2026, which are attached hereto as Exhibit 99.1; (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.2; and (iii) a press release issued by the Company on September 24, 2026 titled “TurboGen Reports its Financial Results for the First Half of 2026 and Advances Commercialization Preparations,” which is attached hereto as Exhibit 99.3.
| Exhibit No. | ||
| 99.1 | TurboGen Ltd.’s Unaudited Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2026. | |
| 99.2 | TurboGen Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the Six Months Ended June 30, 2026. | |
| 99.3 | Press release titled “TurboGen Reports First Half Financial Results and Advances Commercialization Preparations.” |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TURBOGEN LTD. | |||
| Date: September 24, 2026 | By: | /s/ Yaron Gilboa | |
| Name: | Yaron Gilboa | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
TurboGen Ltd.
Interim Condensed Financial Statements (Unaudited)
As of and for the six months ended June 30, 2026
Table of Contents
| Page | ||
| Interim Condensed Balance Sheet | 2 | |
| Interim Condensed Statements of Comprehensive Loss | 3 | |
| Interim Condensed Statements of Shareholders’ Equity | 4 | |
| Interim Condensed Statements of Cash Flows | 5 | |
| Notes to Financial Statements | 6-9 |
1
TURBOGEN LTD.
UNAUDITED INTERIM CONDENSED BALANCE SHEET
(U.S dollars in thousands, except share and per share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 7,196 | $ | 3,942 | ||||
| Restricted cash | 39 | 36 | ||||||
| Other current assets | 379 | 2,689 | ||||||
| Total current assets | 7,614 | 6,667 | ||||||
| LONG-TERM ASSETS: | ||||||||
| Operating lease right-of use assets, net | 182 | 204 | ||||||
| Property, plant and equipment, net | 126 | 83 | ||||||
| Other assets | 151 | 109 | ||||||
| Total long-term assets | 459 | 396 | ||||||
| Total assets | $ | 8,073 | $ | 7,063 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Operating lease liabilities – current portion | $ | 224 | $ | 186 | ||||
| Trade payables | 112 | 176 | ||||||
| Other payables | 3,749 | 1,152 | ||||||
| Warrants liability | 2,040 | 8,335 | ||||||
| Total current liabilities | 6,125 | 9,849 | ||||||
| LONG-TERM LIABILITIES | ||||||||
| Operating lease liabilities – net of current portion | 12 | 50 | ||||||
| Loans payable to related parties | 307 | 279 | ||||||
| Total long-term liabilities | 319 | 329 | ||||||
| SHAREHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
| June 30, 2026 no par value - Authorized: 100,000,000 shares; issued and outstanding: 22,561,622 shares; December 31, 2025 no par value – Authorized: 100,000,000 shares; issued and outstanding: 21,152,241 shares | - | - | ||||||
| Additional paid in capital | 49,286 | 40,367 | ||||||
| Accumulated deficit | (47,657 | ) | (43,482 | ) | ||||
| Total shareholders’ equity (deficiency) | 1,629 | (3,115 | ) | |||||
| Total liabilities and shareholders’ equity (deficiency) | $ | 8,073 | $ | 7,063 | ||||
The accompanying notes are an integral part of the financial statements.
2
TURBOGEN LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(U.S dollars in thousands, except share and per share data)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| Research and development expenses, net | $ | 1,877 | $ | 642 | ||||
| Sales and marketing expenses | 281 | 203 | ||||||
| General and administrative expenses | 3,059 | 1,416 | ||||||
| Loss from operations | 5,217 | 2,261 | ||||||
| Financial expenses: | ||||||||
| Changes in fair value of warrants liabilities and extinguishment of debt | (976 | ) | 5,454 | |||||
| Financial income, net | (66 | ) | (86 | ) | ||||
| Net loss and comprehensive loss | 4,175 | 7,629 | ||||||
| Basic loss per share of ordinary shares | (0.19 | ) | (0.48 | ) | ||||
| Diluted loss per share of ordinary shares | (0.23 | ) | (0.49 | ) | ||||
| Weighted average number of shares used in computing basic loss per share of ordinary shares | 21,678,707 | 15,995,672 | ||||||
| Weighted average number of shares used in computing diluted loss per share of ordinary shares | 23,363,334 | 16,006,804 | ||||||
The accompanying notes are an integral part of the financial statements.
3
TURBOGEN LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)
(U.S dollars in thousands, except share and per share data)
| Number(*) | Amount | Additional paid in capital | Accumulated deficit | Total | ||||||||||||||||
| Balance as of January 1, 2026 | 21,152,241 | $ | - | $ | 40,367 | $ | (43,482 | ) | $ | (3,115 | ) | |||||||||
| Proceeds from exercise of warrants and options | 1,032,188 | 3,061 | - | 3,061 | ||||||||||||||||
| Issuance of ordinary shares | 377,193 | - | ||||||||||||||||||
| Stock-based compensation | - | 1,541 | - | 1,541 | ||||||||||||||||
| Issuance of ordinary shares pursuant to a conversion agreement with lenders | - | 4,317 | - | 4,317 | ||||||||||||||||
| Net loss | (4,175 | ) | (4,175 | ) | ||||||||||||||||
| Balance as of June 30, 2026 | 22,561,622 | $ | - | $ | 49,286 | $ | (47,657 | ) | $ | 1,629 | ||||||||||
| (*) | As of December 31,2025, no par value |
| Number | Amount | Additional paid in capital | Accumulated deficit | Total | ||||||||||||||||
| Balance as of January 1, 2025 | 14,720,692 | $ | 42 | $ | 18,716 | $ | (23,997 | ) | $ | (5,239 | ) | |||||||||
| Proceeds from exercise of warrants | 427,615 | 1 | 1,261 | - | 1,262 | |||||||||||||||
| Issuance of ordinary shares | 1,148,165 | 3 | 2,288 | - | 2,291 | |||||||||||||||
| Issuance of ordinary shares upon conversion of convertible loans | 2,195,438 | 7 | 2,448 | - | 2,455 | |||||||||||||||
| Stock-based compensation | - | - | 1,035 | - | 1,035 | |||||||||||||||
| Capital contribution from controlling shareholder (benefit on shareholder loan | 48 | 48 | ||||||||||||||||||
| Issuance of ordinary shares to a service provider | 352,275 | - | 186 | - | 186 | |||||||||||||||
| Vesting of Restricted Share Units | 38,046 | - | - | - | - | |||||||||||||||
| Net loss | (7,629 | ) | (7,629 | ) | ||||||||||||||||
| Balance as of June 30, 2025 | 18,882,238 | $ | 53 | $ | 25,982 | $ | (31,626 | ) | $ | (5,591 | ) | |||||||||
4
TURBOGEN LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
(U.S dollars in thousands, except share and per share data)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | (4,175 | ) | (7,629 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 13 | 13 | ||||||
| Net finance expenses (income) | (976 | ) | 5,454 | |||||
| Stock-based compensation expense | 1,541 | 1,035 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease (increase) in other assets | 1,202 | (188 | ) | |||||
| Increase (decrease) in trade payables | (63 | ) | 18 | |||||
| Decrease in other payables | (238 | ) | (135 | ) | ||||
| Change in operating lease right-of-use assets | 153 | 73 | ||||||
| Change in operating lease liabilities | (131 | ) | (73 | ) | ||||
| Net cash used in operating activities | (2,674 | ) | (1,432 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | (56 | ) | - | |||||
| Long-term other assets | (42 | ) | - | |||||
| Net cash used in investing activities | (98 | ) | - | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of ordinary shares | 1,034 | 2,884 | ||||||
| Exercise of warrants into ordinary shares | 2,702 | - | ||||||
| Proceeds from exercise of warrants | - | 498 | ||||||
| Proceeds from exercise of warrants and options | 2,070 | 335 | ||||||
| Net cash provided by financing activity | 5,806 | 3,717 | ||||||
| Effects on cash and cash equivalents from changes in foreign currency rates | 223 | 744 | ||||||
| Net increase in cash, cash equivalents and restricted cash | 3,257 | 3,029 | ||||||
| Cash, cash equivalents and restricted cash-beginning of period | 3,978 | 353 | ||||||
| Cash, cash equivalents and restricted cash-end of period | 7,235 | 3,382 | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Conversion of convertible loans | - | 2,448 | ||||||
| Issuance of ordinary shares pursuant to a conversion agreement with lenders | 4,317 | - | ||||||
| Exercise of warrants | 976 | 417 | ||||||
| Decrease in other payable against additional paid in capital | - | 186 | ||||||
The accompanying notes are an integral part of the financial statement.
5
TURBOGEN LTD.
NOTES TO FINANCIAL STATEMENTS
(U.S dollars in thousands, except share and per share data)
Note 1 – General Information
| a. | General Information |
Turbogen Ltd. (“Turbogen” or the “Company”) is a corporation organized under the laws of the State of Israel, incorporated on May 27, 2014.
Turbogen is a development-stage clean-energy technology company focused on the design and commercialization of multi-fuel micro-turbine systems for on-site generation of electricity and heat in buildings. As of the issuance date of the financial statements, the Company has not generated revenues from its operations and continues to invest in research and development activities.
On November 22, 2021, the Company completed its initial public offering in Israel, and its ordinary shares began trading on the Tel Aviv Stock Exchange on November 24, 2021.
On August 31, 2026, the Company’s ordinary shares began trading on the Nasdaq Capital Market (“Nasdaq”).
The Company’s registered office is located in Israel, and its principal place of business is at 22 Efal Street, Petah Tikva 4951122, Israel.
| b. | Liquidity |
As of June 30, 2026, the Company has accumulated deficit of $47,657. In the six months ended June 30, 2026, the Company generated losses of $4,175 and negative cash flows from operating activities of $2,674.
As of the issuance date of the accompanying financial statements, management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through issuance of equity securities, loans, and convertible loans.
In addition, in August 2026, the Company raised, $5,000 and management plans to continue funding its operations by raising additional funds. Management believes that the current financial position of the Company is sufficient to continue its activities for 12 months from the issuance date of these interim condensed financial statements.
Note 2 – Summary of Significant Accounting Policies
| a. | Basis of Presentation |
The unaudited interim condensed financial statements of the Company as of June 30, 2026 and for the six months period then ended have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. The information included in these interim unaudited condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2025 and accompanying notes. In the opinion of management, these unaudited interim condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of results for the interim period. The results for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.
| b. | Use of estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, costs and expenses, income taxes and related disclosures in the accompanying notes. Actual results could differ from those estimates.
| c. | Significant Accounting Policies |
The significant accounting policies followed in the preparation of these unaudited condensed interim financial statements are identical to those applied in the preparation of the latest annual financial statements.
6
TURBOGEN LTD.
NOTES TO FINANCIAL STATEMENTS
(U.S dollars in thousands, except share and per share data)
| d. | New accounting pronouncements |
In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for annual and interim periods beginning January 1, 2028. The Company is currently evaluating the impact the adoption of ASU 2025-11 will have on its consolidated financial statements and related disclosures.
Note 3 – Segment Reporting
ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s business is comprised of one reportable segment specializing in development of Micro Turbine systems. The Company’s CODM is its Chief Executive Officer (“CEO”).
The CODM performs the assessment of the segment performance by using functional expenses - research and development, sales and marketing, and general and administrative in addition to net loss to monitor budget versus actual results. The segment significant expense categories that are reviewed by the CODM are reported within the Company’s statements of comprehensive loss.
Note 4 - Equity
| a. | Equity related transactions: |
Completion of Investment Agreement dated April 6, 2025
Further to the aforementioned in Note 10(b)(7) to the 2025 annual financial statements, on April 6, 2025, the Company’s Board of Directors approved the Company’s entry into an investment agreement (which was also executed on the same date), pursuant to which the Company would issue to an investor, by way of a private placement, an aggregate of 1,118,163 ordinary shares of the Company (the “Ordinary Shares”), in consideration for an aggregate amount of $3,000.
In January 2026, the last payment out of the aforementioned investment, in the amount of $1,100 was received.
In addition, the Company’s Board of Directors approved the issuance of 78,252 ordinary shares, 200,000 options to purchase 200,000 ordinary shares at an exercise price of NIS 14 (approximately $4.7 per option), and 150,000 options to purchase 150,000 ordinary shares at an exercise price of NIS 10.5 (approximately $3.5 per option), in consideration for investor fundraising services in connection with the aforementioned investor agreement, in lieu of cash payment. To the best of the Company's knowledge, the service provider is an entity affiliated with the investor.
With respect to the issuance to the service provider described above, through December 31, 2025, the Company issued to the service provider 44,817 ordinary shares, 114,545 options to purchase 114,545 ordinary shares at an exercise price of NIS 14 (approximately $4.7), and 85,909 options to purchase 85,909 ordinary shares at an exercise price of NIS 10.5 (approximately $3.5).
On January 7, 2026, an additional 33,435 Ordinary Shares, 85,455 options to purchase 85,455 ordinary shares at an exercise price of NIS 14 (approximately $4.7), and 64,091 options to purchase 64,091 ordinary shares at an exercise price of NIS 10.5 (approximately $3.5) were issued to the service provider. The issuance was recorded in the financial statements as a reclassification within equity accounts, in accordance with the fair value of the issuance.
7
TURBOGEN LTD.
NOTES TO FINANCIAL STATEMENTS
(U.S dollars in thousands, except share and per share data)
| b. | Stock- based compensation: |
On April 29, 2026, the Company’s Board of Directors approved the grant of 489,000 options to the Company’s officers and employees, of which 165,000 options were granted to the Company’s Chief Executive Officer, subject to the approval of the shareholders and the TASE), and 186,000 options were granted to three officers of the Company, and 138,000 options to other employees.
In addition, up to 489,000 Restricted Share Units (“RSUs”), were granted, of which 165,000 RSUs were granted to the Company’s Chief Executive Officer, 186,000 RSUs were granted to three officers, and 138,000 RSUs to other employees.
The vesting period for the Company’s employees and officers is four years, except for the Company’s Chief Executive Officer and one of the Company’s officer, for whom the vesting period is two years. The exercise price per option is NIS 18.50 (approximately $6.3).
The grant to the Company’s Chief Executive Officer was approved by the Company’s shareholders and by TASE on June 11, 2026 and June 15, 2026, respectively.
The fair value of the share options at the grant date was approximately $4,829.
On April 29, 2026, the Company’s Board of Directors approved the grant of 24,000 options to purchase, 24,000 ordinary shares of the Company, to three service providers to the Company. The options were granted in consideration for services provided to the Company, in lieu of a cash payment of approximately $ 63 for such services. The options vest over a period of two years.
Note 5 – Warrants Liability
| a. | Lender A and Lenders F |
Further to the aforementioned in Note 12(a) to the annual financial statements, on November 25, 2025, the Company’s General Meeting of Shareholders approved the Company’s entering into a warrant exercise agreement with Lender A and Lenders F.
Under the warrant exercise agreement, Lender A and Lenders F undertook to exercise all warrants previously issued to them immediately following the listing of the Company’s ordinary shares on Nasdaq.
In consideration for this undertaking, and as a deposit towards the exercise of the warrants, on March 24, 2026, Lender A and Lenders F transferred approximately $2,700 to the Company’s bank account. This amount is presented under other payables in the interim condensed balance sheets.
As of June 30, 2026, the Company recognized in its interim condensed balance sheet a warrant liability of $2,040. In addition, financial income of $419 was recognized in the interim condensed statements of comprehensive loss which reflects the change in the fair value of the liability.
On August 31, 2026, following the Company’s listing on Nasdaq, the warrants were fully exercised and 934,927 ordinary shares were issued to Lender A and Lenders F.
| b. | Lenders C, D and E |
Further to the aforementioned in Note 12(a) to the 2025 annual financial statements, on October 22, 2025, following the approval of the Company’s Audit Committee and Board of Directors, and on November 26, 2025, following the approval of the Company’s shareholders, the Company entered into a settlement and conversion agreement with Lenders C, E and D and assignees.
8
TURBOGEN LTD.
NOTES TO FINANCIAL STATEMENTS
(U.S dollars in thousands, except share and per share data)
Under the settlement and conversion agreement, the Company agreed to issue 595,744 ordinary shares, calculated based on a conversion price of NIS 6.58 per share (approximately $1.8). If the Company did not achieve the milestone of obtaining approval for the listing of the Company’s shares on the Nasdaq Stock Market (the “Milestone”) by June 30, 2026, the Company would issue an additional 750,000 share rights to one of the Lenders. If the Company achieved the Milestone, the Company would issue to one of the Lenders 1,200,000 warrants to purchase 1,200,000 ordinary shares for a period of 12 months, at an exercise price of $2 per option.
As of June 30, 2026, since the Milestone had not been achieved, the Company issued 750,000 share rights to one of the Lenders, On July 1, 2026, the share rights were converted into ordinary shares.
In addition, because the Milestone was not fulfilled by June 30, 2026, the Company did not issue 1,200,000 warrants.
As of the balance sheet date, a financial liability reflecting the share rights was reclassified to Shares and Additional Paid in Capital, based on the Company’s share price as of June 30, 2026, in an amount of $4,317. In addition, financing income of approximately $686 was recognized in the interim condensed statement of comprehensive loss for the six-month period ended June 30, 2026, arising from the change in the amount of the financial liability (before the classification to the Shares and Additional Paid in Capital).
Note 6 - Fair value measurement
The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period.
The following table presents the changes in the fair value of Conversion option – derivative instrument and Warrants liability:
| Warrant Liability | ||||
| Fair value as of December 31, 2025 | $ | 8,335 | ||
| Reclassification to equity | (5,291 | ) | ||
| Revaluation | (1,004 | ) | ||
| Fair value as of June 30, 2026 | $ | 2,040 | ||
Note 7 – Subsequent Events
| A. | On August 3, 2026, the Administrative Enforcement Committee approved the administrative enforcement settlement entered into between the Company and the Israel Securities Authority on June 15, 2026. Under the administrative enforcement settlement, the Company undertook to pay an actual monetary sanction in the amount of NIS 550 thousand (approximately $183). The monetary sanction was paid to the Israel Securities Authority on August 6, 2026, and is included in general and administrative expenses. |
| B. | On August 20, 2026, the Company entered into a definitive purchase agreement with five investors in connection with a private placement (the “August 2026 Private Placement”). In connection with the August 2026 Private Placement, the investors separately agreed to purchase, and the Company separately agreed to issue and sell in private placements, an aggregate of 1,131,616 ordinary shares at a purchase price of NIS 13.22 (approximately $4.42) per ordinary share, for aggregate gross proceeds of $5,000. On August 21, 2026, the Company received aggregate gross proceeds of $5,000 in connection with the August 2026 Private Placement, immediately after the Company notified the purchasers that (i) the U.S. Securities and Exchange Commission completed its review of a certain registration statement with no further comments and (ii) Nasdaq completed its substantive review of the Company’s listing application and indicated that no further comments or substantive conditions remain outstanding, other than the consummation of the respective closings and other customary conditions required for final listing approval on Nasdaq. On August 31, 2026, the Company’s ordinary shares began trading on Nasdaq. |
9
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | our forecasted level of revenues and capital expenditures; | |
| ● | our ability to market and sell our products; | |
| ● | our ability to meet our targets for production and revenue; |
| ● | our plans to continue to invest in research and development to develop technology for both existing and new technology; | |
| ● | our ability to maintain our relationships with suppliers, manufacturers, and other partners; | |
| ● | our ability to maintain or protect the validity of our patents and other intellectual property; | |
| ● | our ability to internally develop and protect new inventions and intellectual property; | |
| ● | our ability to retain key executive members; | |
| ● | our ability to educate the industry on our microturbine technology; | |
| ● | interpretations of current laws and the passages of future laws; | |
| ● | litigation; and | |
| ● | those risks detailed in the section titled “Risk Factors” in our Registration Statement on Form F-1 (File No. 333-294225), as amended, or the Registration Statement, which we filed with the Securities and Exchange Commission, or the SEC, on March 12, 2026. |
These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. For a more detailed description of the risks and uncertainties affecting us, reference is made to our Registration Statement and the other risk factors discussed from time to time by us in reports filed with or furnished to the SEC.
Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report of Foreign Private Issuer on Form 6-K.
Unless otherwise indicated, all references to “we,” “us,” “our,” the “Company” and “TurboGen” refer to TurboGen Ltd. Our reporting and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this Report of Foreign Private Issuer on Form 6-K to “NIS” are to New Israeli Shekels and references to “dollars” or “$” are to U.S. dollars. Unless otherwise noted, all translations from NIS to U.S. dollars in this prospectus were made at a rate of NIS 2.978 for $1.00, the exchange rate as of June 30, 2026, published by the Bank of Israel. We prepare and report our financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
Overview
Founded in 2014 in response to the need to technologically address the threat of climate change, we develop CHP systems based on microturbines. The application of these microturbines is for the local production of electricity, energy, and heat for the built environment.
Upon completion of our research and development, we will transition to manufacturing and installing our first developed microturbine system, the TG-40, which produces up to 40 KW of electrical energy and up to 60 KW of heat. We are designing the TG-40 prototype to be highly efficient at producing energy. We are currently developing the TG-40 for the purpose of lowering production, assembly, and maintenance costs, which will enable us to increase the number of potential installation sites, in part due to its low weight and agile modularity, compared to existing solutions in the 40 KW to 1 MW range. In December 2025, we entered into a supplier agreement with a European company for the planned scaled production of our TR3200 microturbine system. As of the date of this Report of Foreign Private Issuer on Form 6-K , we have placed an order for twelve systems, three of which are expected to be installed in fourth quarter of 2026, and an additional nine over the next twelve months. In addition, we are in the process of negotiations with one European Union-based company and one United States-based company for research and development stage of a range of technologies related to our CHP systems.
In addition to our TG-40 system and TR3200 system, we completed the assembly of our first TR8000 system, an 80 KW system designed for large buildings and micro data centers, and are developing new mobile and stationary microturbine systems ranging from 28 KW to 100 KW.
As of the date of this Report of Foreign Private Issuer on Form 6-K, we are a development stage company that possesses production capacity intended solely for demonstration purposes and we have not generated any revenues. However, we are in the process of transitioning from development to commercial production and are preparing for commercialization of our products.
As part of our transition into scaled production, we are refining and adapting our systems to the requirements of the production lines, assembly capabilities, and the applicable standards and regulations in the United States and Europe. Accordingly, the technical data of our systems, including power output, weight, and efficiency rates, may change and be updated compared to the initial development specifications, depending on the model produced, its type, and additional requirements.
We believe that our microturbine technology can address four main interconnected challenges: the increasing difficulty in maintaining legacy energy infrastructures, including electrical transmission grids; the increasing demand for electricity, the rising importance in highly energy-intensive infrastructure projects such as building, small server farms or small data centers and maintaining their operational resiliency, and the increasing electrification of power sources; the demand for cost efficiency in energy sources; and the reduction of carbon emissions.
We expect to market and sell our microturbines to owners and developers of building clusters, such as office buildings, residential buildings, hospitality buildings, “off-grid consumers,” and server farms. Our primary target markets are those that possess advanced natural gas grids, such as the United States and countries in the European Union.
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We aim to become a global leader in the field of local generation of energy, electricity, and heat, as well as in the EMS management. Our systems are designed to incorporate natural gas, landfill gas, diesel and hydrogen in varying compositions to produce energy.
We intend to continue differentiating our products by leveraging our multi-fuel combustion capabilities, high-efficiency turbine compressor units, enhanced modularity, relatively low weight, and reduced operation and maintenance costs. We are offering an EaaS model, under which customers enter long-term agreements to purchase the electricity and heat our systems generate with little to no upfront cost, or, alternatively, may purchase an installed unit at full cost along with a service contract.
Additionally, we plan to offer on-demand integration of our products with existing off-the-shelf market solutions, such as energy storage , heat storage enabling the deployment of a localized micro-grid. This will include comprehensive energy management capabilities that cover both electricity and heat supply to a designated area from multiple sources.
Recent Developments
August 2026 Private Placement
On August 21, 2026, we entered into five separate securities purchase agreements with (i) Kesem Mutual Funds Ltd., (ii) Ari Real Estate (Arena) Investment Ltd., (iii) Pinhas Biton, (iv) Daphna Bram and (v) Moshe Danino, in connection with a private placement, or the August 2026 Private Placement. Pursuant to the securities purchase agreements, each purchaser, agreed to purchase, and we agreed to issue and sell to such purchaser, Ordinary Shares in a private placement in reliance on Regulation S under the Securities Act and, to the extent applicable, Section 4(a)(2) of the Securities Act. In connection with the August 2026 Private Placement, the purchasers separately agreed to purchase, and we separately agreed to issue and sell in private placements, an aggregate of 1,131,616 Ordinary Shares at a purchase price of NIS 13.22 ($4.42) per Ordinary Share, subject to customary adjustments for share splits, share dividends, share combinations and similar transactions, for aggregate gross proceeds of $5 million. The August 2026 Private Placement was subject to the achievement of a specified milestone, or the Milestone, when both (i) the SEC has completed its review of the Registration Statement and has indicated that it has no further comments and (ii) Nasdaq has completed its substantive review of our listing application and has indicated that no further comments or substantive conditions remain outstanding, other than the consummation of the applicable closing and other customary conditions required for final listing approval. The Milestone was achieved on August 28, 2026.
Components of our Operating Results
Our operating expenses consist of three components:
| ● | Research and Development Expenses, net. Our net research and development expenses consist primarily of salary and compensatory expenses related to our research and development personnel, raw materials, contractors, consultants, travel expenses and depreciation costs. | |
| ● | Sales and Marketing Expenses. Our marketing expenses consist primarily of salary and compensatory expenses for our sales and marketing personnel, travel expenses and consultants. |
| ● | General and Administrative Expenses. General and administrative expenses consist primarily of salary and compensatory expenses, consultants, professional services, and travel expenses. |
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Results of Operations
To date, we have not generated revenue from the sales of any of our systems, and we do not expect to generate significant revenue until the end of 2026, at the earliest.
The following table sets forth our results of operations for the periods presented:
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| U.S. dollars in thousands | Unaudited | |||||||
| Research and development expenses, net | 1,877 | 642 | ||||||
| Sales and marketing expenses | 281 | 203 | ||||||
| General and administrative expenses | 3,059 | 1,416 | ||||||
| Operating loss | 5,217 | 2,261 | ||||||
| Changes in fair value of warrants liabilities and extinguishment of debt | (976 | ) | 5,454 | |||||
| Finance expenses (income), net | (66 | ) | (86 | ) | ||||
| Net loss and comprehensive loss | 4,175 | 7,629 | ||||||
Comparison of Period to Period Results of Operations
Six Months Ended June 30, 2026 and Six Months Ended June 30, 2025
Research and Development Expenses, net
Research and development expenses, net, increased by 192% to $1,877 thousand for the six months ended June 30, 2026, compared to $642 thousand for the six months ended June 30, 2025. This increase was primarily attributable to an increase in expenses related to materials and contractors, which resulted from increased testing on our microturbine technology and preparations to scale our production, as well as an increase in share-based compensation related to options granted to employees and management.
Sales and Marketing Expenses
Sales and marketing expenses increased by 38% to $281 thousand for the six months ended June 30, 2026, compared to $203 thousand for the six months ended June 30, 2025. This increase was primarily attributable to an increase in salaries.
General and Administrative Expenses
General and administrative expenses increased by 116% to $3,059 thousand for the six months ended June 30, 2026, compared to $1,416 thousand for the six months ended June 30, 2025. This increase was primarily attributable to an increase in share-based compensation related to options granted to management in 2026, and professional expenses incurred in connection with our Nasdaq listing. In addition, in the six months ended June 30 2025, we recorded an income of $210 related to a provision from the prior year that was cancelled.
Operating loss
Operating loss increased by 131% to $5,217 thousand for the six months ended June 30, 2026, compared to $2,261 thousand for the six months ended June 30, 2025. This increase was primarily attributable to an increase in share-based compensation expenses related to options granted to management in the six months ended June 30, 2026.
Changes in fair value of warrants liabilities and extinguishment of debt
We recorded an income of $976 thousand in the six months ended June 30 2026, compared to an expense of $5,454 thousand in the six months ended June 30, 2025, as our results for the first six months of 2025 includes extinguishment of debt related to prior loans from Mr. Alex Katz, Mr. Eliot Tannenbaum, Mr. Dov Tannenbaum, and Mr. David Binyamin Greenberg that were converted into equity, while first six months of 2026 includes only change of warrant liability as an income due to a decrease in the Company’s share price as of June 30, 2026.
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Financial Expenses (income), net
Financial expenses (income), net was $66 thousand for the six months ended June 30, 2026, compared to $86 thousand for the six months ended June 30, 2025. Financial expenses (income), net for the six months ended June 30, 2026 was attributed to interest income related to bank short term deposits.
Net Loss
Net loss decreased by 45% to $4,175 thousand for the six months ended June 30, 2026, compared to $7,629 thousand for the six months ended June 30, 2025. This decrease was primarily attributable to a decrease in changes in fair value of warrants liabilities and extinguishment of debt of $6,430, offset by an increase in general and administrative expenses as described above.
Liquidity and Capital Resources
Overview
Since our inception through June 30, 2026, we have funded our operations primarily through fund raisings, convertible loans and grants from the IIA. As of June 30, 2026, we had $7,235 thousand in cash and cash equivalents.
The table below presents our cash flows for the periods indicated:
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Net cash used in operating activities | (2,674 | ) | (1,432 | ) | ||||
| Net cash used in investing activities | (98 | ) | - | |||||
| Net cash provided by financing activities | 5,806 | 3,717 | ||||||
| Effects on cash and cash equivalents from changes in foreign currency rates | 223 | 744 | ||||||
| Net increase in cash, cash equivalents and restricted cash | 3,257 | 3,029 | ||||||
Operating Activities
During the six months ended June 30, 2026, net cash used in operating activities was $2,674 thousand, compared to $1,432 thousand used in operating activities during the six months ended June 30, 2025, primarily attributable to payments to trade payables and increase in research and development expenses related to purchases of materials and payments to contractors.
Investing Activities
Net cash used in investing activities was $98 thousand during the six months ended June 30, 2026 compared to $0 thousand during the six months ended June 30, 2025. The cash used in the investing activities was primarily attributable to purchase of property plant and equipment.
Net cash provided by financing activities
Net cash flow provided by financing activities was $5,806 thousand during the six months ended June 30, 2026, compared to $3,717 thousand provided by financing activities during the six months ended June 30, 2025. This increase was primarily attributable to proceeds from the exercise of warrants and options and advance payments from the exercise of warrants.
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Financial Arrangements
Since our inception, we have financed our operations primarily through proceeds from sales of Ordinary Shares, warrants, and long-term loans from shareholders. Since December 2022, we have financed our operations primarily through a series of convertible loan arrangements with existing shareholders, directors, and other investors.
Subsequent Restructuring and Settlement Agreements
In October 2025, we entered into a settlement and conversion agreement with Mr. Rappaport, Ms. Zvi, and certain assignees for the conversion of outstanding loan balances. Under these agreements, we agreed to issue 595,744 Ordinary Shares at a conversion price of NIS 6.58 (approximately $2.00) per share, provided that we receive approval of the Ordinary Shares for listing on a tier of The Nasdaq Stock Market and the effectiveness of a registration statement covering the resale of the Ordinary Shares, or the Nasdaq Milestones. Because we did not achieve the milestone relating to the receipt of Nasdaq approval by June 30, 2026, the effective conversion price of these Ordinary Shares was reduced to NIS 2.91 (or approximately $0.88).
In addition, we agreed to allocate to one of the lenders, Mr. Eytan, 1,200,000 warrants to purchase up to 1,200,000 Ordinary Shares exercisable for a period of 12 months from the effective date of this registration statement at an exercise price of $2.00 per share, provided that we achieve the Nasdaq Milestones by June 30, 2026. Because we did not achieve the milestone relating to the receipt of Nasdaq approval by June 30, 2026, pursuant to the agreement with Mr. Eytan, we instead issued 750,000 share rights to Mr. Eytan. On July 1, 2026, the share rights were converted into 750,000 Ordinary Shares following approval from the Tel Aviv Stock Exchange, or TASE.
Equity Related Transactions
On April 6, 2025, we entered into an investment agreement with A.I. Azimuth Capital, Limited Partnership, or Azimuth, pursuant to which we issued 1,118,163 Ordinary Shares for total gross proceeds of $2.9 million. In connection with the transaction, we issued to Flash, 78,252 Ordinary Shares and 200,000 warrants to purchase up to 200,000 Ordinary Shares at an exercise price of NIS 14.00 (approximately $4.20) per share, and 150,000 warrants to purchase up to 150,000 Ordinary Shares at an exercise price of NIS 10.50 (approximately $3.10) per share, as consideration for services rendered in introducing Azimuth to us and facilitating the investment transaction. The warrants are exercisable until October 5, 2026.
On May 13, 2025, we entered into separate investment agreements with two investors, pursuant to which we agreed to issue, by way of private placement, an aggregate of 480,000 Ordinary Shares for total gross proceeds of $2 million. Under the terms of the investment agreements, if we conduct an additional equity financing at an effective share price below NIS 9.42 (approximately $2.80) per share, each investor will be entitled to receive additional Ordinary Shares pursuant to the adjustment mechanism specified therein. In addition, we issued to the investors (i) warrants to purchase up to 200,000 Ordinary Shares at an exercise price of NIS 18.00 (approximately $5.35) per share and (ii) warrants to purchase up to 160,000 Ordinary Shares at an exercise price of NIS 22.50 (approximately $6.70) per share. The warrants are exercisable until November 6, 2026.
On August 21, 2025, our audit committee and board of directors approved, and on November 26, 2025, our shareholders approved, our entry into two separate warrant exercise commitment and registration rights agreements with (i) Mr. Alex Katz, or the Katz Warrant Inducement Agreement and (ii) certain lenders including Mr. Eliot Tannenbaum, Mr. Dov Tannenbaum, and Mr. David Binyamin Greenberg, or the Tannenbaum Group, or the Tannenbaum Warrant Inducement Agreement, pursuant to Section 270(4) of the Israeli Companies Law. We refer to the Katz Warrant Inducement Agreement and the Tannenbaum Warrant Inducement Agreement collectively as the 2025 Warrant Inducement Agreement. Under the 2025 Warrant Inducement Agreement, Mr. Katz and the Tannenbaum Group separately agreed to exercise all warrants held by them no later than two business days following the date on which we inform them that we received approval to list our Ordinary Shares on Nasdaq. In consideration for this commitment, we agreed to register with the SEC 934,627 Ordinary Shares underlying the warrants. On March 24, 2026, the investors under 2025 Warrant Inducement Agreement transferred to us a total amount of $2.7 million on account of the commitment to exercise all warrants held by them. On August 31 2026, on the first day of trading on Nasdaq, the shares were issued.
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On August 23, 2025, we entered into a securities purchase agreement with Mr. Alex Katz, or the August 2025 SPA, for the issuance of 921,621 ordinary shares in a private placement of up to $5 million in aggregate gross proceeds, subject to the satisfaction of certain conditions, including the receipt of approval to list our Ordinary Shares on Nasdaq. In connection with the August 2025 SPA, we agreed to grant Mr. Katz registration rights with respect to the resale of the Ordinary Shares. On August 21, 2026, following the passage of the nine-month termination period without receiving approval to list our Ordinary Shares on Nasdaq, or the consummation of the closing, Mr. Katz terminated the August 2025 SPA.
On October 22, 2025, following the approval of our audit committee and board of directors, and on November 26, 2025, following the approval of our shareholders, we entered into the Settlement Agreement, with certain lenders and assignees, including Mr. Zohar Rappaport, Ms. Maayan Zvi, Mr. Pinhas Hertz, and Mr. Ofer Eytan, to settle our obligations under previously issued convertible loan agreements. Under the Settlement Agreement, we agreed to allocate 595,744 Ordinary Shares to the relevant assignees at a conversion price of NIS 6.58 (approximately $2.00) per share, subject to reduction to NIS 2.91 (approximately $0.91, provided that we receive approval of the Ordinary Shares for listing on a tier of The Nasdaq Stock Market and the effectiveness of a registration statement covering the resale of the Ordinary Shares, or the Nasdaq Milestones. Because we did not achieve the milestone relating to the receipt of Nasdaq approval by June 30, 2026, the effective conversion price of these Ordinary Shares was reduced to NIS 2.91 (or approximately $0.91).
In addition, we agreed to allocate to Mr. Eytan, 1,200,000 warrants to purchase up to 1,200,000 Ordinary Shares exercisable for a period of 12 months from the effective date of this registration statement at an exercise price of $2.00 per share, provided that we achieve the Nasdaq Milestones by June 30, 2026. Because we did not achieve the milestone relating to the receipt of Nasdaq approval by June 30, 2026, pursuant to the agreement with Mr. Eytan, we instead issued 750,000 share rights to Mr. Eytan. On July 1, 2026, the share rights were converted into 750,000 Ordinary Shares following TASE approval.
All participating lenders and assignees irrevocably waived any claims relating to the original loan agreements. Depending on subsequent exercises or allocations, the securities issued under the Settlement Agreement may represent approximately 4% of our fully diluted share capital as of the date of the arrangement.
On August 21, 2026, we entered into five separate securities purchase agreements in connection with the August 2026 Private Placement. Pursuant to the securities purchase agreements, each purchaser, agreed to purchase, and we agreed to issue and sell to such purchaser, Ordinary Shares in a private placement in reliance on Regulation S under the Securities Act and, to the extent applicable, Section 4(a)(2) of the Securities Act. In connection with the August 2026 Private Placement, the purchasers separately agreed to purchase, and we separately agreed to issue and sell in private placements, an aggregate of 1,131,616 Ordinary Shares at a purchase price of NIS 13.22 ($4.42) per Ordinary Share, subject to customary adjustments for share splits, share dividends, share combinations and similar transactions, for aggregate gross proceeds of $5 million. The August 2026 Private Placement was subject to the Milestone, which was achieved on August 28, 2026.
Share-Based Compensation
Since our inception, we have granted equity grants to our employees, officers, directors, consultants and service providers to purchase our Ordinary Shares under our 2020 Share Incentive Plan.
Grants and other Funding Arrangements
The following table sets forth a summary of grants we have received from various institutions and government authorities as of June 30, 2026.
| Institution/Government Authority | Approved Grant | Aggregate Amount received up to June 30, 2026 | ||||||
| U.S. Dollars in thousands | ||||||||
| IIA | $ | 3,556 | $ | 3,642 | ||||
| BIRD Energy | 665 | 665 | ||||||
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Current Outlook
As of June 30, 2026, our cash and cash equivalents were approximately $7.24 million, and we had working capital of $1.49 million and an accumulated deficit of $47.66 million. Based upon our currently expected level of operating expenditures and the proceeds from the August 2026 Private Placement and 2025 Warrant Inducement Agreement, we expect that our existing cash and cash equivalents will be sufficient to fund operations through the end of 2027.
We have financed our operations to date primarily through funds raising, convertible loans, grants from the IIA and exercise of options from investors.
We expect to generate revenues from the sale of our products and other revenues in the future. However, we do not expect these revenues to support all of our operations in the near future. We expect our expenses to increase in connection with our activities, particularly as we continue the development and manufacturing of our products, and continue our commercialization efforts. Accordingly, we expect that we will require substantial additional funding in connection with the growth of our operations, continuing our research and development activity, and commercializing our products. Until we can generate recurring revenues and profit, we expect to satisfy our future cash needs through debt and equity financings. However, there is no assurance that we will be successful in accomplishing these plans. If we are unable to obtain sufficient capital, we may need to reduce, delay, or adjust our operating expenses, including commercialization of our products or be unable to expand our operations, as desired. We expect to continue incurring losses and negative cash flows from operations until our products reach profitability. Even if we raise the proceeds in the future, we do not believe that such proceeds will be sufficient to complete all research and development activities necessary to commercialize our product candidates.
Off-Balance Sheet Arrangements
We have off-balance sheet arrangements in connection with grants received from IIA and BIRD. As of June 30, 2026, we had received aggregate grants of approximately $3.6 million from the IIA and approximately $665 thousand from BIRD. With respect to the royalty-bearing grants, we are required to pay annual royalties to the Israeli government at rates ranging from 3% to 5% on revenues derived from the use of technologies developed under IIA, the Israeli Ministry of Economy and Industry, and the Israeli Ministry of Energy programs. Royalty payments are required only to the extent that revenues are generated from the funded technologies and are payable up to the total amount of grants received, together with interest. Grants approved prior to June 30, 2017 bear the annual interest rate applicable at the time of approval. Grants approved thereafter generally bear interest based on the 12-month Secured Overnight Financing Rate (SOFR) (or an alternative rate published by the Bank of Israel) plus 0.71513%, and grants approved after January 1, 2024 bear the higher of (i) 12-month SOFR plus 1% or (ii) a fixed annual interest rate of 4%. In addition, under the BIRD Energy program, we are obligated to pay annual royalties at a rate of 5% of revenues derived from technologies developed under that program, up to a maximum repayment cap of 150% of the grant amount, subject to the terms of the applicable agreement with the BIRD Foundation. Our obligations to repay grants received under the IIA and BIRD Energy programs are contingent upon the generation of revenues from the funded technologies, and no repayment obligation is required in the absence of such revenues.
We do not believe that off-balance sheet arrangements and commitments are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. We evaluate on an ongoing basis its assumptions. Our management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
We believe the following assumptions and estimates are most critical to understanding and evaluating our reported financial results.
Share-based compensation
We measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include options, and performance-based awards. We amortize such compensation amounts, if any, over the respective service periods of the award, or based on the performance conditions, or immediately in some cases. We use the Black-Scholes Model, an acceptable model in accordance with ASC 718, Compensation-Stock Compensation, to value options. Option valuation models require the input of assumptions, including the expected life of the stock-based awards, the estimated stock price volatility, the risk-free interest rate, and the expected dividend yield. The risk-free interest rate assumption is based upon the yield from Israel Treasury zero-coupon bonds with an equivalent term. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the term of the award. Our calculation of estimated volatility is based on historical stock prices over a period equal to the expected term of the awards. The average expected life of options was based on the contractual terms of the stock option using the simplified method. We utilize a dividend yield of zero based on the fact that we have never paid cash dividends and have no current intention to pay cash dividends. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. We recognize the compensation expense for share-based compensation granted based on the grant date fair value estimated in accordance with ASC 718. We generally recognize the compensation expense over the employee’s requisite service period. We account for forfeitures when they occur.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our current investment policy is to invest available cash in bank deposits with banks that have a credit rating of at least A-minus. Accordingly, some of our cash and cash equivalents are held in short term deposits that bear interest. Given the current low rates of interest we receive, we will not be adversely affected if such rates are reduced. Our market risk exposure is primarily a result of U.S. dollar/NIS/Euro exchange rates.
JOBS Act Accounting Election
We are an “emerging growth company.” Under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, an emerging growth company can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.
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Exhibit 99.3
TurboGen Reports First Half 2026 Financial Results and Advances Commercialization Preparations
Cash and cash equivalents of $7.2 million as of June 30, 2026; subsequent $5 million gross proceeds from private placement supports development and market readiness.
PETAH TIKVA, Israel, Sept. 24, 2026 (GLOBE NEWSWIRE) -- TurboGen Ltd. (NASDAQ:TRBG) (TASE:TURB) (“TurboGen” or the “Company”), a developer of combined heat and power systems based on multifuel microturbines, today reports financial results for the six months ended June 30, 2026 and provides a business update. The Company reported positive shareholders’ equity of $1.6 million as of June 30, 2026.
“Our strong cash position of $7.2 million as of June 30, 2026, combined with the $5 million raised in August 2026, supports our preparations for commercialization,” said Yaron Gilboa, TurboGen’s Chief Executive Officer. “Our recent Nasdaq Capital Market (“Nasdaq”) listing is an important milestone that we believe will broaden our visibility among U.S. investors as we advance our commercial strategy. Our priorities are to prepare for initial installations, adapt our systems for scaled production, and advance commercialization in the United States and Europe.”
Business Overview
TurboGen develops compact, multi-fuel microturbine systems designed to generate electricity and heat for customers where needed.
The Company intends to serve owners and developers of office, residential, hotels and building clusters, as well as off-grid consumers, small server farms, and data centers. Its primary target markets are the United States and European Union countries with established natural gas infrastructure.
TurboGen offers two commercial models. Customers can purchase an installed system with a service contract or enter a long-term Energy-as-a-Service (“EaaS”) agreement to buy the electricity and heat generated by the system with little to no upfront cost. The Company also plans to integrate its systems with commercially available electricity and heat storage technologies to create local microgrids, supported by an energy management system that coordinates electricity and heat supplied from multiple sources.
First Half 2026 Business Highlights and Subsequent Events
| ● | Completed assembly of its first TR8000 model, an 80kW system designed for large buildings and micro data centers. |
| ● | Raised $5 million in gross proceeds in an August 2026 private placement. |
| ● | TurboGen’s ordinary shares began trading on Nasdaq on August 31, 2026. |
| ● | First installations of our microturbine systems ranging from 32kW to 80kW expected toward the end of 2026. |
First Half 2026 Financial Results
TurboGen remained a development-stage company and generated no revenue during this period. Research and development expenses increased to $1.9 million from $0.6 million for the same period in 2025, reflecting increased testing, materials and contractor costs, preparations for scale production, and share-based compensation.
Sales and marketing expenses were $281,000, compared to $203,000 for the same period in 2025, primarily reflecting higher compensation expenses.
General and administrative expenses increased to $3.1 million from $1.4 million for the same period in 2025, reflecting higher share-based compensation and professional expenses associated with the Nasdaq listing.
Operating loss increased to $5.2 million from $2.3 million for the same period last year.
Net loss narrowed 45% to $4.2 million, compared to $7.6 million for the same period in 2025. The improvement primarily reflected a $6.4 million favorable change in warrant fair-value and debt-extinguishment effects, partially offset by higher operating expenses.
Cash and cash equivalents totaled $7.2 million on June 30, 2026, compared to $3.9 million on December 31, 2025. Net cash used in operating activities was $2.7 million, compared to $1.4 million in the prior-year period. Shareholders’ equity was positive at $1.6 million as of June 30, 2026, an improvement of $4.7 million from December 31, 2025.
About TurboGen
Founded in response to technologically address the threat of climate change and the lack of grid capacity, TurboGen Ltd. (NASDAQ:TRBG) (TASE:TURB) develops combined heat and power systems based on multifuel microturbines. These microturbines are used for local electricity, energy, and heat production. To learn more, please visit: https://turbogenchp.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, TurboGen is using forward looking statement in this press release when it discusses the use cases of its products, the likelihood of success of its projects, its preparations for commercialization, its belief that listing on Nasdaq is an important milestone that will broaden our visibility among U.S. investors, advancement of its commercial strategy, its expectations for initial installations toward the end of 2026, and its priorities to adapt its systems for scaled production and advance commercialization in the United States and Europe. Because such statements deal with future events and are based on TurboGen’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of TurboGen could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, as amended. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
IR
and Communications Contact:
IR@turbogenchp.com
Filing Exhibits & Attachments
3 documentsPress Releases
- EX-99.1 TURBOGEN LTD.'S UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS 116.3 KB
- EX-99.2 TURBOGEN LTD.'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 77.3 KB
- EX-99.3 PRESS RELEASE TITLED "TURBOGEN REPORTS FIRST HALF FINANCIAL RESULTS AND ADVANCES 17.9 KB