Turbo Energy (NASDAQ: TURB) raises $5M to bolster equity and support Nasdaq listing
Rhea-AI Filing Summary
Turbo Energy, S.A. reports that it has raised new capital and now estimates it meets Nasdaq’s minimum stockholders’ equity requirement for continued listing. The company previously received a Nasdaq notice in January 2026 after reporting stockholders’ equity of about $1.5 million as of June 30, 2025, below the $2.5 million rule threshold.
In 2026, Turbo Energy completed a registered direct offering of 1,000,000 ADSs at $3.25 per ADS and sales under an at-the-market program, together issuing the equivalent of about 1.56 million ADSs. These transactions generated gross proceeds of roughly $5.05 million and net proceeds of about $4.40 million, lifting estimated stockholders’ equity to approximately $6.48 million as of the report date.
The company believes it has regained compliance with Nasdaq Listing Rule 5550(b)(1), although Nasdaq’s review is ongoing and future delisting remains possible if upcoming periodic reports do not show continued compliance.
Positive
- Stockholders’ equity materially increased: Estimated stockholders’ equity rose from approximately $1.88 million as of December 31, 2025 to about $6.48 million as of the report date, moving well above Nasdaq’s $2.5 million minimum requirement and improving balance sheet strength.
- Nasdaq compliance risk reduced: After capital raises totaling roughly $5.05 million in gross proceeds, the company believes it has regained compliance with Nasdaq Listing Rule 5550(b)(1), easing near-term listing risk.
Negative
- Share dilution from capital raises: The registered direct offering and ATM sales resulted in the issuance of about 7.8 million ordinary shares (around 1.56 million ADSs), increasing the share count to strengthen equity.
- Nasdaq delisting risk not fully resolved: Nasdaq will continue monitoring compliance and the company notes that if its next periodic report does not evidence compliance with Listing Rule 5550(b)(1), it may still face delisting.
Insights
Turbo Energy’s capital raises appear to restore Nasdaq equity compliance but add dilution and ongoing monitoring risk.
Turbo Energy faced a Nasdaq deficiency after reporting stockholders’ equity of about $1.5 million as of June 30, 2025, below the $2.5 million minimum. In response, it executed a registered direct offering and at-the-market ADS sales in 2026, raising roughly $5.05 million in gross proceeds.
These issuances resulted in about 7.8 million ordinary shares, equivalent to approximately 1.56 million ADSs, and net proceeds near $4.40 million. Management now estimates stockholders’ equity of about $6.48 million, materially above Nasdaq’s threshold, but emphasizes that these figures are preliminary and unaudited.
From an investor perspective, the moves strengthen the balance sheet and reduce near-term delisting pressure, at the cost of additional equity issuance. Nasdaq’s review remains in progress, and the company notes that failure to show compliance in its next periodic report could still lead to delisting.
Key Figures
Key Terms
Nasdaq Listing Rule 5550(b)(1) regulatory
registered direct offering financial
at-the-market (“ATM”) offering program financial
stockholders’ equity financial
forward-looking statements regulatory
Nasdaq Capital Market market
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
Deficiency Notice
On January 12, 2026, Turbo Energy, S.A. (the “Company” or “Turbo Enery”) received a written notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1) (the “Rule”). The Rule requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity, or alternatively satisfy minimum thresholds relating to market value of listed securities ($35,000,000) or net income from continuing operations ($500,000). Based on the Company’s reported financial information, including stockholders’ equity of approximately $1.5 million as of June 30, 2025, Nasdaq determined that the Company did not meet any of the alternative continued listing standards.
In accordance with Nasdaq’s standard procedures, the Company submitted a compliance plan to Nasdaq on February 26, 2026. On May 26, 2026, Nasdaq granted the Company an extension of time to regain compliance with the Rule, requiring the Company to complete its compliance initiatives and evidence compliance on or before June 30, 2026.
Transactions Enabling Compliance
During 2026, the Company completed several capital-raising transactions in the U.S. capital markets to strengthen its financial position and regain compliance with the stockholders’ equity requirement:
On March 11, 2026, the Company entered into a securities purchase agreement with a global institutional investor pursuant to which the Company sold 1,000,000 American Depositary Shares (“ADSs”) in a registered direct offering (the “RDO”) at a purchase price of $3.25 per ADS, generating gross proceeds of approximately $3.25 million. The offering closed on March 13, 2026 and generated net proceeds of approximately $2.96 million.
On March 25, 2026, the Company entered into a Sales Agreement with A.G.P./Alliance Global Partners relating to an at-the-market (“ATM”) offering program for the sale of ADSs with an aggregate offering amount of up to approximately $3.0 million. Through the date of this report, the Company has sold a total of 558,281 ADSs for aggregate gross proceeds of approximately $1,795,185 under the ATM offering.
In the aggregate, these transactions resulted in the issuance of approximately 7.8 million ordinary shares, equivalent to approximately 1.56 million ADSs, generating gross proceeds of approximately $5,045,185 and net proceeds of approximately $4,397,807, after deducting direct fees and commissions.
As of the date of this report on Form 6-K, based on information currently available, the Company currently estimates that its stockholders’ equity is approximately $6.48 million, which exceeds the minimum stockholders’ equity requirement of the Nasdaq for listing compliance. In making this determination, the Company has considered (i) its stockholders’ equity as of December 31, 2025, (ii) the net proceeds received from the RDO that closed on March 13, 2026, (iii) the net proceeds received from sales under its ATM program, and (iv) its estimated results of operations for the period from January 1, 2026 through the date of this report.
The estimates of stockholders’ equity set forth in this report are preliminary, unaudited and subject to change. Actual results may differ from these estimates as a result of the completion of the Company’s financial closing processes for the six months ended June 30, 2026, the preparation of its unaudited condensed consolidated financial statements as of and for such period, final adjustments and other developments that may arise between the date of this report and the time such financial statements are finalized. Accordingly, these estimates should not be viewed as a substitute for the Company’s unaudited financial statements as of and for the six months ended June 30, 2026, once available. The Company’s expected results for the six months ended June 30, 2026 could differ materially from the estimates set forth herein and are not necessarily indicative of results to be achieved in any future period. Investors are cautioned not to place undue reliance on this preliminary financial information. The Company undertakes no obligation to publicly update or revise these estimates, except as required by applicable law.
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As a result of the foregoing transactions, the Company believes that, as of the date of this report, it has regained compliance with the minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1).
Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement. If at the time of its next periodic report the Company does not evidence compliance with the Rule, it may be subject to delisting.
On June 3, 2026, the Company issued a press release announcing an update regarding its Nasdaq compliance process following strong operational execution and a materially strengthened financial position over 2025 and early 2026.
A copy of the press release is attached hereto as Exhibit 99.1.
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.
Forward-Looking Statements
This report on Form 6-K contains express or implied “forward-looking statements” within the meaning of applicable securities laws. These forward-looking statements include, without limitation, statements regarding the Company’s belief that it currently satisfies, and will continue to satisfy, the stockholders’ equity continued listing requirement and other applicable listing standards of the Nasdaq Capital Market, Turbo Energy’s estimates of stockholders’ equity for the periods described herein, as well as the Company’s beliefs, plans, goals, objectives, expectations, assumptions, estimates and intentions and other statements that are not historical facts. Forward-looking statements are often identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” and similar expressions. These forward-looking statements are based on the current expectations, estimates and assumptions of the management of Turbo Energy and are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from those described in the forward-looking statements, including, without limitation, those relating to the Company’s ongoing compliance with Nasdaq listing standards; its ability to protect its intellectual property; and its liquidity and capital resources. Except as otherwise required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about the risks and uncertainties affecting Turbo Energy is contained under the heading “Risk Factors” in Turbo Energy’s Annual Report on Form 20-F filed with the SEC, which is available on the SEC’s website, www.sec.gov (including any documents forming a part thereof or incorporated by reference therein), as well as in the Company’s reports, public disclosure documents and other filings with the securities commissions.
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.
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Exhibit Index
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release titled “Turbo Energy Advances Nasdaq Compliance and Expands Global Energy Storage Footprint,” dated June 3, 2026 |
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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 3, 2026 | By: | /s/ Mariano Soria |
| Mariano Soria | ||
| Chief Executive Officer | ||
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Exhibit 99.1
TURBO ENERGY ADVANCES NASDAQ COMPLIANCE AND EXPANDS GLOBAL ENERGY STORAGE FOOTPRINT
Approximately $5.0 million in strategic capital raises strengthened shareholders’ equity above Nasdaq minimum requirements while supporting continued international expansion
VALENCIA, Spain — (GLOBE NEWSWIRE) – JUNE 3, 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 provided an update regarding its Nasdaq compliance process following strong operational execution and a materially strengthened financial position over 2025 and early 2026.
During 2026, Turbo Energy raised approximately $5.0 million in aggregate gross proceeds through a Registered Direct Offering (“RDO”) and issuances under the Company’s at-the-market (“ATM”) program. As a result, shareholders’ equity increased from approximately $1.88 million as of December 31, 2025, to approximately $6.48 million as of today, positioning the Company above Nasdaq’s minimum stockholders’ equity requirement and strengthening the financial foundation that supports its long-term growth strategy.
2025 and early 2026 marked a genuine inflection point for the Company. Turbo Energy accelerated its evolution into a technology integrator combining solar generation, advanced battery storage and AI-driven intelligent energy management software into scalable infrastructure solutions serving both residential and commercial & industrial (“C&I”) customers.
Throughout this transformation, Turbo Energy continued expanding its international footprint through large-scale industrial storage deployments, hybrid energy infrastructure projects and intelligent energy optimization solutions designed to improve efficiency, reduce electricity costs and strengthen operational resilience for energy-intensive customers.
“Over the last year, we have executed a broad operational, technological and financial transformation across the Company,” said Mariano Soria, Chief Executive Officer of Turbo Energy. “We have strengthened our balance sheet, expanded our international presence and made meaningful progress across next-generation energy storage, electrification and AI-enabled energy management markets. These achievements reflect the deliberate execution of a long-term strategy built around where global energy demand is heading.”
Soria continued, “We remain firmly committed to maintaining our Nasdaq listing and to continuing to scale operations in markets where the need for clean, efficient and resilient energy infrastructure is growing fastest.”
During 2025 and early 2026, Turbo Energy strengthened its strategic positioning through multiple operational milestones and international expansion initiatives, including:
| ● | Strategic partnership with Hithium to integrate Turbo Energy’s AI-driven energy optimization software into battery storage systems across Europe and Latin America. | |
| ● | Expansion into defense and energy security, with deployment of intelligent energy storage systems supporting international military operations in mission-critical environments. | |
| ● | Growth of Turbo Energy Solutions in Chile, focused on integrated solar, storage and Energy-as-a-Service (“EaaS”) infrastructure deployments across one of Latin America’s most active renewable energy markets. | |
| ● | Advancement of the international C&I pipeline, including industrial-scale storage deployments and hybrid energy infrastructure projects across multiple international markets. | |
| ● | Continued development and protection of proprietary technology supporting next-generation intelligent energy infrastructure solutions. |
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Nasdaq’s review process remains ongoing. While no assurance can be provided regarding the outcome or timing of Nasdaq’s final determination, the Company believes the capital initiatives completed to date, combined with its continued operational progress, reflect a sustained and credible commitment to Nasdaq’s listing standards and to delivering long-term shareholder value.
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:
Dodi Handy,
Director of Communications
Phone: 407-960-4636
Email: dodihandy@turbo-e.com
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