Turbo Energy (NASDAQ: TURB) flagged by Nasdaq for low equity and faces listing risk

Rhea-AI Filing Summary

Turbo Energy, S.A. reports that on January 12, 2026 it received a notice from Nasdaq stating the company is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq cited stockholders’ equity of approximately $1.5 million as of June 30, 2025, below the required $2.5 million, and noted that the company also does not meet alternative standards based on market value of listed securities or net income from continuing operations.

The company has 45 calendar days, until February 26, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 calendar days from the date of the notice to demonstrate compliance if the plan is accepted. The notice does not immediately affect the listing or trading of Turbo Energy’s ordinary shares, and the company intends to evaluate options and submit a compliance plan, while warning there is no assurance it will be accepted or that compliance will be regained.

Positive

• None.

Negative

• Nasdaq listing deficiency and delisting risk: Turbo Energy’s stockholders’ equity of approximately $1.5 million is below Nasdaq’s $2.5 million requirement, and it also fails alternative standards, creating a defined risk that the shares could be delisted if compliance is not restored within the allowed timeframe.

Insights

Equity capital markets analyst

Nasdaq deficiency highlights balance sheet weakness and listing risk.

Turbo Energy, S.A. reports that Nasdaq has determined it is out of compliance with the Capital Market’s continued listing standards because stockholders’ equity was approximately $1.5 million as of June 30, 2025 versus the required $2.5 million. Nasdaq also notes that the company does not currently qualify under alternative standards based on market value of listed securities or net income from continuing operations, indicating a broad shortfall across multiple listing criteria.

The company has 45 calendar days, until February 26, 2026, to submit a plan, with a possible extension of up to 180 calendar days from the notice date if Nasdaq accepts that plan. During this period, the shares remain listed and trading is unaffected, but the company explicitly cautions there can be no assurance that its plan will be accepted or that it will regain compliance within any extension period. This introduces a clear risk that, absent improvement in equity levels or other qualifying metrics, the shares could ultimately face delisting.

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 January 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 ☐

INFORMATION CONTAINED IN THIS REPORT

On January 12, 2026, Turbo Energy, S.A. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is no longer 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 Notice states that, based on the Company’s Form 6-K dated November 4, 2025, which reported stockholders’ equity of approximately $1.5 million as of June 30, 2025, the Company does not meet the minimum requirement of $2.5 million in stockholders’ equity. The Notice further states that the Company does not currently meet the alternative continued listing standards relating to market value of listed securities or net income from continuing operations.

In accordance with Nasdaq Listing Rules, the Company has been provided a period of 45 calendar days, until February 26, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for the Company to evidence compliance with the applicable listing requirements.

The Notice has no immediate effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Capital Market.

The Company intends to evaluate available options to regain compliance with the applicable Nasdaq continued listing requirements and to submit a compliance plan within the prescribed timeframe. There can be no assurance that Nasdaq will accept the Company’s compliance plan or that the Company will be able to regain compliance within any extension period that may be granted.

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: January 14, 2026	By:	/s/ Mariano Soria
		Mariano Soria
		Chief Executive Officer

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FAQ

Why did Turbo Energy (TURB) receive a Nasdaq non-compliance notice?

Turbo Energy received a Nasdaq notice because its stockholders’ equity was approximately $1.5 million as of June 30, 2025, below the required $2.5 million minimum for continued listing on the Nasdaq Capital Market, and it also does not meet alternative standards based on market value of listed securities or net income from continuing operations.

What deadline does Turbo Energy (TURB) have to regain Nasdaq compliance?

Turbo Energy has 45 calendar days, until February 26, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant an extension of up to 180 calendar days from the date of the notice for the company to demonstrate compliance.

Does the Nasdaq notice immediately affect trading of Turbo Energy (TURB) shares?

The company states that the Nasdaq notice has no immediate effect on the listing or trading of Turbo Energy’s ordinary shares on the Nasdaq Capital Market, so the shares continue to trade as before during the compliance period.

What does Turbo Energy (TURB) plan to do in response to the Nasdaq notice?

Turbo Energy indicates it intends to evaluate available options to regain compliance with Nasdaq’s continued listing requirements and to submit a compliance plan within the prescribed 45-day timeframe.

Is there any guarantee that Turbo Energy (TURB) will stay listed on Nasdaq?

No. The company explicitly notes there can be no assurance that Nasdaq will accept its compliance plan or that it will be able to regain compliance within any extension period that may be granted, so there is a risk of eventual delisting.