Turbo Energy regains Nasdaq equity compliance
Turbo Energy, S.A. has regained compliance with Nasdaq’s minimum stockholders’ equity requirement, allowing its shares to remain listed on The Nasdaq Capital Market.
Rhea-AI Filing Summary
Turbo Energy, S.A. has regained compliance with Nasdaq’s minimum stockholders’ equity requirement, allowing its shares to remain listed on The Nasdaq Capital Market. Nasdaq’s decision followed a Form 6-K showing a stronger balance sheet.
The company raised approximately $5.0 million in 2026 through a Registered Direct Offering and issuances under its at-the-market program, boosting shareholders’ equity from about $1.88 million as of December 31, 2025 to roughly $6.48 million. This places Turbo Energy above Nasdaq’s $2.5 million minimum equity threshold.
The press release also highlights operational momentum, including 107% revenue growth in fiscal 2025 and expansion of its AI-driven energy infrastructure platform across Europe, North America and Latin America. Nasdaq has cautioned that failure to maintain these standards in future filings could lead to renewed delisting risk.
Positive
- Regained Nasdaq compliance: Turbo Energy now satisfies Nasdaq Listing Rule 5550(b)(1) with stockholders’ equity above the $2.5 million minimum, removing the immediate risk of delisting from The Nasdaq Capital Market.
- Stronger balance sheet: Shareholders’ equity increased from about $1.88 million as of December 31, 2025 to roughly $6.48 million, supported by approximately $5.0 million of capital raised via RDO and ATM issuances.
- Rapid revenue growth: The company reported 107% year-over-year revenue growth in fiscal 2025, alongside progress in building its AI-driven energy infrastructure platform and expanding internationally.
Negative
- Ongoing listing risk: Nasdaq cautions that if Turbo Energy fails to demonstrate continued compliance in its next periodic report, the company may again face potential delisting, with any determination subject to appeal.
Insights
Turbo Energy restores Nasdaq equity compliance after boosting capital and balance sheet.
Turbo Energy now meets Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity for continued listing on The Nasdaq Capital Market. Shareholders’ equity rose from about $1.88 million as of December 31, 2025 to roughly $6.48 million in the Form 6-K reviewed by Nasdaq.
The company attributes this to approximately $5.0 million in aggregate gross proceeds from a Registered Direct Offering and its at-the-market program. This materially strengthens the balance sheet and removes the immediate threat of delisting, although Nasdaq notes compliance will be reassessed with the next periodic report.
The press release also points to substantial business progress, including 107% revenue growth in fiscal 2025 and expansion of AI-driven energy storage and management solutions across multiple regions. Subsequent filings will show whether financial performance and equity levels remain sufficient to maintain listing status.
Key Figures
Key Terms
Nasdaq Listing Rule 5550(b)(1) regulatory
Form 6-K regulatory
Registered Direct Offering financial
at-the-market (“ATM”) program financial
The Nasdaq Capital Market regulatory
stockholders’ equity financial
FAQ
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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 June 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 ☐
Regaining Compliance with Minimum Stockholders’ Equity Requirement
On June 4, 2026, Turbo Energy, S.A. (the “Company”) received a letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based on the Company’s Form 6-K filed on June 3, 2026, Nasdaq staff has determined that the Company has regained compliance with the minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market.
Notwithstanding the foregoing, Nasdaq’s Notification Letter also stated that, as noted in a prior letter dated May 26, 2026, if the Company fails to evidence compliance upon filing its next periodic report, the Company may be subject to delisting. At that time, Nasdaq staff would provide written notification to the Company, and the Company may then appeal such determination to a Nasdaq Hearings Panel.
The Company intends to continue to take all reasonable steps to maintain compliance with all applicable Nasdaq listing requirements. There can be no assurance, however, that the Company will be able to maintain compliance with Nasdaq’s continued listing requirements in the future.
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.
Index
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release titled “Nasdaq Confirms Turbo Energy Has Regained Compliance with Minimum Stockholders' Equity Requirement,” dated June 5, 2026 |
1
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: June 5, 2026 | By: | /s/ Mariano Soria |
| Mariano Soria | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
NASDAQ CONFIRMS TURBO ENERGY’S COMPLIANCE WITH MINIMUM STOCKHOLDERS’ EQUITY REQUIREMENT
Recognition follows approximately $5 million in strategic capital raises and continued execution of Turbo Energy’s global AI-driven energy infrastructure growth strategy
VALENCIA, Spain — (GLOBE NEWSWIRE) – JUNE 5, 2026 – Turbo Energy, S.A. (Nasdaq: TURB) (“Turbo Energy” or the “Company”), a global integrator of AI-driven solar energy storage solutions and intelligent energy management systems, today announced that it has received formal confirmation from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has regained compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1).
The confirmation follows Nasdaq’s review of the Company’s Form 6-K filed on June 3, 2026, which reflected a significant strengthening of Turbo Energy’s financial position. Based on that filing, Nasdaq determined that the Company now satisfies the minimum stockholders’ equity requirement of $2.5 million for continued listing on The Nasdaq Capital Market.
The milestone reflects the successful execution of a series of strategic financial initiatives undertaken during 2026. Through a combination of a Registered Direct Offering (“RDO”) and issuances under its at-the-market (“ATM”) program, Turbo Energy raised approximately $5.0 million in aggregate gross proceeds, strengthening shareholders’ equity and reinforcing the Company’s balance sheet. Shareholders’ equity increased from approximately $1.88 million as of December 31, 2025, to approximately $6.48 million as reflected in the Company’s Form 6-K filed on June 3, positioning the Company above Nasdaq’s minimum stockholders’ equity requirement.
Nasdaq’s confirmation follows a period of substantial operational and strategic progress for Turbo Energy. During fiscal year 2025, the Company reported revenue growth of 107% year-over-year, while significantly improving operating performance and advancing its transformation into a technology integrator AI-driven energy infrastructure platform that integrates solar energy storage, software-defined energy management, and commercial and industrial (“C&I”) energy solutions.
Over the past eighteen months, Turbo Energy has expanded its international footprint through multiple strategic initiatives, including the deployment of large-scale industrial energy storage projects, expansion across Latin America, strategic technology partnerships, and the continued development of its proprietary AI-driven energy optimization platform.
“Nasdaq’s confirmation represents an important milestone for Turbo Energy and validates the actions we have taken to strengthen our financial position and support the next phase of our growth strategy. Over the last year, we have delivered substantial revenue growth, expanded internationally and continued evolving our business toward higher-value AI-driven energy infrastructure solutions. With a stronger balance sheet and increasing commercial momentum, we remain focused on executing our strategy and creating long-term value for shareholders,” said Mariano Soria, Chief Executive Officer of Turbo Energy.
About Turbo Energy, S.A.
Founded in 2013, Turbo Energy, S.A. (Nasdaq: TURB) is a global integrator of AI-driven solar energy storage solutions and intelligent energy management systems. Turbo Energy’s technology platform enables residential, commercial and industrial customers to reduce energy costs, improve efficiency, enhance resilience and transform energy consumption into a controllable and optimized asset. As part of Umbrella Global Energy, Turbo Energy plays a central role as the Group’s technology platform, driving innovation in energy storage, electrification and intelligent energy management across international markets in Europe, North America and Latin America. 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:
Turbo Energy | Investor Relations
Email: investors@turbo-e.com
Phone: +34 960 450 026