Turbo Energy (Nasdaq: TURB) prices $3.25M registered direct ADS sale
Rhea-AI Filing Summary
Turbo Energy, S.A. entered into a securities purchase agreement with a single global institutional investor to sell 1,000,000 American Depositary Shares at
The company plans to use the proceeds for working capital and general corporate purposes, including innovation in AI-driven solar storage and geographic expansion. A.G.P./Alliance Global Partners is acting as placement agent, receiving a 7% cash fee plus expenses. For 60 days after closing, the company faces limits on new issuances and variable-rate deals, and directors and officers are subject to lock-up agreements.
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Insights
Turbo Energy raises modest equity capital with short-term issuance limits.
Turbo Energy completed a registered direct sale of 1,000,000 ADSs at
The company earmarks funds for working capital, innovation in AI-based solar storage, and geographic expansion, which aligns the financing with ongoing growth initiatives. A 7% placement fee and reimbursed expenses modestly reduce proceeds but are standard for a transaction of this size.
For investors, the 60-day restrictions on additional equity issuance and variable-rate structures, plus management lock-ups, temporarily cap further dilution and insider selling. After ten days, the company may utilize an at-the-market facility with the same agent, so subsequent filings will show how actively this channel is used.
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 March 2026
Commission File Number: 001-41813
TURBO ENERGY, S.A.
(Name of Registrant)
Plaza de América 2, 4AB
Valencia, Spain 46004
(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 ☐
Entry into a Material Definitive Agreement.
On March 11, 2026, Turbo Energy, S.A. (the “Company”) and a global institutional investor (the “Purchaser”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to such investor an aggregate of 1,000,000 of the Company’s American Depositary Shares (“ADS”), each representing five (5) ordinary shares, par value five cents of euro (€0.05) per share, at a purchase price of $3.25 per ADS in a registered direct offering (the “Offering”), for total aggregate gross proceeds of $3.25 million.
The ADSs are being offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-291470) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2025, amended on December 11, 2025 and declared effective by the SEC on December 16, 2025. The ADSs issued in the Offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
The Company engaged A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”) as the Company’s Placement Agent for the Offering pursuant to a Placement Agency Agreement (the “Agency Agreement”) dated as of March 11, 2026. Pursuant to the Agency Agreement, the Company agreed to pay A.G.P. a cash placement fee equal to 7.0% of the gross proceeds of the Offering, and reimburse the Placement Agent up to $50,000 in reasonable documented legal expenses and up to $15,000 in non-accountable expenses.
From March 11, 2026 until sixty (60) days after the closing of this Offering, neither the Company nor any subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of ADSs, ordinary shares or ordinary share equivalents, or (ii) file any registration statement or amendment or supplement thereto, other than the prospectus, and a registration statement on Form S-8 in connection with any employee benefit plan approved by the independent directors of the Company. In addition, from March 11, 2026 until sixty (60) days after the closing of the Offering, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of ADSs, ordinary shares or ordinary shares equivalents (or a combination of units thereof) involving a variable rate transaction; provided, however, that ten (10) days after the closing date, the Company shall be permitted to enter into and effect sales pursuant to an at the market offering facility with the Placement Agent and make sales thereunder.
The Offering raised net cash proceeds of approximately $2.96 million (after deducting the placement agent fee and the estimated offering expenses). The Company intends to use the net cash proceeds from the Offering for working capital and general corporate purposes, including fund activities relating to continued innovation of our solar energy storage solutions, geographic expansion initiatives and for other general corporate purposes, including, but not limited to, working capital, capital expenditures, investments, acquisitions, should we choose to pursue any, and collaborations. The Offering was closed on March 13, 2026.
The Placement Agent has required that directors and officers of the Company enter into lock-up agreements pursuant to which these officers and directors have agreed that, without the prior consent of the Placement Agent, they will not, for a period of sixty (60) days following the closing of the Offering, subject to certain exceptions, offer, sell or otherwise dispose of or transfer any of our ADSs or ordinary shares or any securities convertible into, or exercisable or exchangeable for, ADSs or ordinary shares.
A copy of form of the Purchase Agreement, the Agency Agreement, the form of lock-up agreement are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement, the Agency Agreement and the form of lock-up agreement, are subject to, and qualified in their entirety by, such documents.
On March 12, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Exhibit 99.1 to this Report on Form 6-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act
This Report on Form 6-K is incorporated by reference into the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-291470) declared effective by the Securities and Exchange Commission on December 16, 2025.
1
| Exhibit Number | Description | |
| 5.1 | Opinion of Auren | |
| 10.1 | Form of Securities Purchase Agreement, dated March 11, 2026 between the Company and Purchaser | |
| 10.2 | Placement Agency Agreement, dated March 11, 2026, between the Company and A.G.P./Alliance Global Partners | |
| 10.3 | Form of Lock-Up Agreement | |
| 23.1 | Consent of Auren (included as part of Exhibit 5.1) | |
| 99.1 | Press Release titled “Turbo Energy Announces $3.25 Million Registered Direct Offering with a Single Global Institutional Investor,” dated March 12, 2026 |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TURBO ENERGY, S.A. | ||
| Date: March 13, 2026 | By: | /s/ Mariano Soria |
| Mariano Soria | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
Turbo Energy Announces $3.25 Million Registered Direct Offering with a Single Global Institutional Investor
VALENCIA, Spain — (GLOBE NEWSWIRE) – March 12, 2026 – Turbo Energy, S.A. (Nasdaq: TURB) (“Turbo Energy” or the “Company”), a global provider of AI-optimized solar energy storage technologies and solutions, today announced that it has entered into a securities purchase agreement with a single global institutional investor for the purchase and sale of 1,000,000 of the Company’s American Depositary Shares (“ADSs”) at a purchase price of $3.25 per ADS in a registered direct offering. The gross proceeds from the offering are expected to be approximately $3.25 million, before deducting placement agent commissions and other offering expenses. The closing of the offering is expected to occur on or about March 13, 2026, subject to the satisfaction of customary closing conditions.
The financing strengthens the Company’s balance sheet and supports the continued expansion of Turbo Energy’s AI-driven solar energy storage and intelligent energy management solutions.
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.
The ADSs offered to the institutional investor described above are being offered pursuant to a registration statement on Form F-3 (File No. 333-291470), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2025. The offering is being made only by means of a prospectus supplement and accompanying prospectus which are a part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Turbo Energy, S.A.
Founded in 2013, Turbo Energy is a globally recognized pioneer of proprietary solar energy storage technologies and solutions managed through Artificial Intelligence. Turbo Energy’s all-in-one and scalable, modular energy storage systems empower residential, commercial and industrial users across Europe, North America and South America to reduce dependence on traditional energy sources, lower electricity costs, and improve energy reliability. Turbo Energy is a proud subsidiary of publicly traded Umbrella Global Energy, S.A. For more information, please visit www.turbo-e.com.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control, including the risks described in the Company’s registration statements and annual report under the heading “Risk Factors” as filed with the Securities and Exchange Commission. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statements contained in this press release speak only as of the date hereof, and Turbo Energy, S.A. specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
For more information, please contact:
Dodi Handy, Director of Communications
Phone: 407-960-4636
Email: dodihandy@turbo-e.com
FAQ
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Filing Exhibits & Attachments
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