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6-K 1 ea189394-6k_turboenergy.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of, December 2023

 

Commission File Number 001-41813

 

TURBO ENERGY, S.A.

(Translation of registrant’s name into English)

 

Street Isabel la Católica, 8, Door 51,

Valencia, Spain 46004

 (Address of principal executive offices)

  

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 ☐

 

 

 

 


 

Other Events

 

On November 22, 2023, the Board of Directors of Turbo Energy, S.A. (the “Company”) adopted both a clawback policy and an insider trading policy.

 

Copies of the clawback policy and the insider trading policy are filed as exhibits 99.1 and 99.2 to this Report on Form 6-K.

 

Issuance of Press Release

 

On November 7, 2023, the Company issued a press release announcing a strategic alliance with a French multinational retailer Leroy Merlin to include the Company’s residential photovoltaic product, Sunbox, in Leroy Merlin’s range of photovoltaic products available in Spain.

 

On November 21, 2023, the Company issued a press release announcing the release of the latest episode of The Bell2Bell Podcast as part of its sustained effort to provide specialized content distribution via widespread syndication channels.

 

The press releases furnished in this report as Exhibits 99.3 and 99.4 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

 

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Exhibits

 

Exhibit No.   Description
     
Exhibit 99.1   Turbo Energy, S.A. Clawback Policy
Exhibit 99.2   Turbo Energy, S.A. Insider Trading Policy
Exhibit 99.3   Press Release titled “IBN Announces Latest Episode of The Bell2Bell Podcast featuring Mariano Soria, General Manager of Turbo Energy S.A.” dated November 21, 2023
Exhibit 99.4   Press Release titled “Turbo Energy Joins with French Retail Giant, Leroy Merlin, to Market Sunbox Solar Energy System in Spain.” dated November 7, 2023

 

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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.

 

Date: December 1, 2023 Turbo Energy, S.A.
     
  By: /s/ Enrique Selva Bellvis
  Enrique Selva Bellvis
  Chief Executive Officer

 

 

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EX-99.1 2 ea189394ex99-1_turboenergy.htm TURBO ENERGY, S.A. CLAWBACK POLICY

Exhibit 99.1

 

TURBO ENERGY, S.A.

 

CLAWBACK POLICY

 

A. OVERVIEW

 

In accordance with the applicable rules of The Nasdaq Stock Market LLC Rules (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Turbo Energy, S.A. (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of erroneously awarded Incentive-based Compensation from Executive Officers. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section H, below.

 

B. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

 

(1) In the event of an Accounting Restatement, the Company will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with Nasdaq Rules and Rule 10D-1 as follows:

 

(i) After an Accounting Restatement, the Compensation Committee of the Board (the “Committee”) shall determine the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable.

 

(a) For Incentive-based Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement:

 

i. The amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total shareholder return upon which the Incentive-based Compensation was Received; and

 

ii. The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as required to Nasdaq.

 

(ii) The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except as set forth in Section B(2) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.

 

(iii) To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy.

 

(iv) To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.

 

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(2) Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section B(1) above if the Committee determines that recovery would be impracticable and any of the following three conditions are met:

 

(i) The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, document such attempt(s) and provide such documentation to Nasdaq;

 

(ii) Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or

 

(iii) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.

 

C. DISCLOSURE REQUIREMENTS

 

The Company shall file all disclosures with respect to this Policy required by applicable U.S. Securities and Exchange Commission (“SEC”) filings and rules.

 

D. PROHIBITION OF INDEMNIFICATION

 

The Company shall not be permitted to insure or indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy). It is hereby acknowledged that Rule 10D-1(b)(1)(v) and Nasdaq Rule 5608 provide that the Company is prohibited from indemnifying any executive officer or former executive officer against the loss of erroneously awarded compensation. It is therefore acknowledged that such indemnification is prohibited by applicable law for all purposes, including any and all such agreements.

 

E. ADMINISTRATION AND INTERPRETATION

 

This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.

 

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with Nasdaq Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith.

 

F. AMENDMENT; TERMINATION

 

The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section F to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or Nasdaq rule.

 

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G. OTHER RECOVERY RIGHTS

 

This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable law or guidance from the SEC or Nasdaq, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.

 

H. DEFINITIONS

 

For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.

 

(1) “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).

 

(2) “Clawback Eligible Incentive Compensation” means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable Nasdaq rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company),

(iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

 

(3) “Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.

 

(4) “Erroneously Awarded Compensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.

 

(5) “Executive Officer” means each individual who is currently or was previously designated as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act. For the avoidance of doubt, the identification of an executive officer for purposes of this Policy shall include each executive officer who is or was identified pursuant to Item 401(b) of Regulation S-K or Item 6.A of Form 20-F, as applicable, as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller).

 

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(6) “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

 

(7) “Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

 

(8) “Nasdaq” means The Nasdaq Stock Market LLC.

 

(9) “Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation to the Executive Officer occurs after the end of that period.

 

(10) “Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

 

Adopted by the Board of Directors on November 22th, 2023.

 

 

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EX-99.2 3 ea189394ex99-2_turboenergy.htm TURBO ENERGY, S.A. INSIDER TRADING POLICY

Exhibit 99.2

 

TURBO ENERGY, S.A.

 

INSIDER TRADING POLICY

and Guidelines with Respect to

Certain Transactions in Company Securities

 

Adopted by the Board of Directors on November 22, 2023

 

In order to take an active role in the prevention of insider trading violations by its directors, officers and other employees, as well as by other related individuals, Turbo Energy, S.A., (the “Company”) has adopted the policies and procedures described in this Memorandum.

 

Applicability of Policy

 

This Policy applies to all transactions in the Company’s securities, including ordinary shares, options for ordinary shares and any other securities the Company may issue from time to time, such as preferred shares, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company, such as exchange-traded options. It applies to all directors, officers and all other employees of, or consultants or contractors to, the Company, as well as family members of such persons, and others, in each case where such persons have or may have access to Material Nonpublic Information (as defined below). This group of people, members of their immediate families, and members of their households are sometimes referred to in this Policy as “Insiders.” This Policy also applies to any person who receives Material Nonpublic Information from any Insider.

 

Any person who possesses Material Nonpublic Information regarding the Company is an Insider for so long as the information is not publicly known. Any employee can be an Insider from time to time, and would be subject to this Policy.

 

Compliance Officer

 

The Company has appointed Natalia Sastre, as the Company’s Insider Trading Compliance Officer. Please contact nataliasastre@umbrellasolarinvestment.com with questions as to any of the matters discussed in this Policy.

 

Statement of Policy

 

General Policy

 

It is the policy of the Company to oppose the unauthorized disclosure of any nonpublic information acquired in the work-place and the misuse of Material Nonpublic Information in securities trading.

 

Specific Policies

 

1. Trading on Material Nonpublic Information. No director, officer or other employee of, or consultant or contractor to, the Company, and no member of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the open of business on the second full Trading Day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. As used herein, the term “Trading Day” shall mean a day on which national stock exchanges are open for trading. A Trading Day begins at the time trading begins on such day. This restriction on trading does not apply to transactions made under a trading plan that has been adopted pursuant to Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended, and that has been approved in writing by the Company (an “approved Rule 10b5-1 trading plan”).

 

 


 

2. Tipping. No Insider shall disclose (“tip”) Material Nonpublic Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s securities.

 

3. Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden. In the event any director, officer or other employee receives any inquiry from outside the Company, such as a stock analyst, for information (particularly financial results and/or projections) that may be Material Nonpublic Information, the inquiry should be referred to the Company’s Insider Trading Compliance Officer, who is responsible for coordinating and overseeing the release of such information to the investing public, analysts and others in compliance with applicable laws and regulations.

 

4. Blackout Period. All Senior Executives and Designated Insiders (contact the Insider Trading Compliance Officer if you are unsure whether you fall into either of these categories) must refrain from engaging in transactions involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during the period in any fiscal quarter commencing three weeks prior to the end of the fiscal quarter and ending at the open of market on the third full Trading Day following the date of public disclosure of the financial results for the prior fiscal quarter or year (the “Blackout Period”).

 

5. Prohibition Against Margining and Hedging of Company Securities. No Senior Executive of the Company shall margin, or make any offer to margin, any of the Company’s securities as collateral to purchase the Company’s securities or the securities of any other issuer. Notwithstanding the previous sentence, this paragraph is not meant to, and shall not be construed so as to, affect the ability of any Senior Executive of the Company, from using his or her securities as collateral to securitize a bona fide loan.

 

In addition, certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow insiders to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow insiders to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, insiders may no longer have the same objectives as the Company’s other stockholders. Therefore, Senior Executives are prohibited from engaging in such transactions without prior approval. In addition, other transactions, such as participation in certain pooled investment partnerships, which reduce the risk of ownership of Turbo Energy’s ordinary shares, are also covered by this Policy.

 

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6. Prohibition Against Short Sales. No Senior Executive or other employee of the Company shall, directly or indirectly, sell any equity security of the Company if the person selling the security or his principal (1) does not own the security sold, or (2) if owning the security, does not deliver it against such sale (a “short sale against the box”) within 20 days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation. Generally, a short sale, as defined in this Policy, means any transaction whereby one may benefit from a decline in the Company’s stock price. While employees who are not executive officers or directors are not prohibited by law from engaging in short sales of the Company’s securities, the Company believes it is inappropriate for employees to engage in such transactions.

 

7. Prohibition Against Trading in Derivative Securities. No Senior Executive or other employee of the Company shall purchase or sell, or make any offer to purchase or offer to sell, derivative securities relating to the Company’s securities, whether or not issued by the Company, such as exchange traded options to purchase or sell the Company’s securities (so called “puts” and “calls”). This paragraph is not meant to, and shall not be construed as to, affect the ability of the Company to grant options to officers, directors and employees under employee benefit plans or agreements adopted by the Board of Directors or the ability of officers, directors and employees to exercise such options and sell the underlying ordinary shares, provided that any such sale is otherwise in accordance with this Policy.

 

8. Prohibition Against Internet Disclosure. It is inappropriate for any unauthorized person to disclose Company information on the Internet and more specifically in forums (chat rooms) where companies and their prospects are discussed. Examples of such forums include but are not limited to Yahoo! Finance, Seeking Alpha and Motley Fool. The posts in these forums are typically made by unsophisticated investors who are sometimes poorly informed, and generally are carelessly stated or, in some cases, malicious or manipulative and intended to benefit their own stock positions. Accordingly, no director, officer, employee, consultant or contractor or other party related to the Company may discuss the Company or Company-related information in such a forum regardless of the situation. Despite any inaccuracies that may exist (and often there are many), posts in these forums can result in the disclosure of material non- public information and may bring significant legal and financial risk to the Company and are therefore prohibited, without exception. Any post that is made by any person with access to Material Nonpublic Information, or information supplied by any such person for someone else to post, will be treated as a violation of this Policy.

 

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Potential Criminal and Civil Liability and/or Disciplinary Action

 

1. Liability for Insider Trading. Pursuant to federal and state securities laws, Insiders may be subject to criminal and civil fines and penalties as well as imprisonment for engaging in transactions in the Company’s securities at a time when they have knowledge of Material Nonpublic Information regarding the Company.

 

2. Liability for Tipping. Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Nonpublic Information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. The Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the Financial Industry Regulatory Authority use sophisticated electronic surveillance techniques to uncover insider trading.

 

3. Possible Disciplinary Actions. Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment.

 

Trading Guidelines and Requirements

 

1. Recommended Trading Window. The “Trading Window” is that period of a fiscal quarter during which the Senior Executives and Designated Insiders of the Company are not precluded (assuming they do not possess Material Nonpublic Information) from trading in the Company’s securities as described in Paragraph 2 below.

 

The safest period for trading in the Company’s securities, assuming the absence of Material Nonpublic Information, is generally the first 20 days of the Trading Window. However, even during the Trading Window any person possessing Material Nonpublic Information concerning the Company should not engage in any transactions in the Company’s securities until such information has been known publicly for at least one full Trading Day. This trading restriction does not apply to transactions made under an approved Rule 10b5-1 trading plan. Each person is individually responsible at all times for compliance with the prohibitions against insider trading.

 

2. Blackout Period and Trading Window. The Blackout Period is a particularly sensitive period of time for transactions in the Company’s stock from the perspective of compliance with applicable securities laws. This sensitivity is due to the fact that directors, officers and certain other employees will, during that period, often possess Material Nonpublic Information about the expected financial results for the quarter. All Senior Executives and Designated Insiders of the Company are prohibited from trading during the Blackout Period.

 

The prohibition against trading during the Blackout Period encompasses the fulfillment of “limit orders” by any broker for a Senior Executive or Designated Insider, and the brokers with whom any such limit order is placed must be so instructed at the time it is placed.

 

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From time to time, the Company may also prohibit Senior Executives and other employees, consultants or contractors from trading in the Company’s securities because of developments known to such persons in the Company and not yet disclosed to the public. In this event, such persons may not engage in any transaction involving the purchase or sale of the Company’s securities during such period and should not disclose that fact to others.

 

Any employee or other person possessing Material Nonpublic Information concerning the Company should not engage in any transactions in the Company’s securities until such information has been known publicly for at least one full Trading Day, whether or not it is during the Trading Window or the Company has recommended suspension of trading to that person. This trading restriction does not apply to transactions made under an approved Rule 10b5-1 trading plan. Trading in the Company’s securities during the Trading Window should not be considered a “safe harbor,” and all Senior Executives, employees and other persons should use good judgment at all times.

 

3. Notification of Trades. Each Senior Executive and Designated Insider must notify the Company’s Insider Trading Compliance Officer following any trade in the Company’s securities during a Window Period by sending such officer a duly completed notification form as set forth as Schedule C. A Senior Executive or Designated Insider wishing to trade pursuant to an approved Rule 10b5-1 trading plan need not notify the Company’s Insider Trading Compliance Officer regarding each such trade; however, such person must obtain Company approval of the proposed Rule 10b5-1 trading plan before adopting it.

 

4. Individual Responsibility. Every person subject to this Policy has the individual responsibility to comply with this Policy against insider trading, and appropriate judgment should be exercised in connection with any trade in the Company’s securities. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.

 

Applicability of Policy to Inside Information Regarding Other Companies

 

This Policy and the restrictions and guidelines described herein also apply to Material Nonpublic Information relating to other companies, including the Company’s customers, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with, or other services performed for, the Company. Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding the Company’s business partners. All directors, officers and other employees should treat Material Nonpublic Information about the Company’s business partners with the same care required for information related directly to the Company.

 

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Definition of Material Nonpublic Information

 

It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Company’s securities. In this regard, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information include:

 

Financial Related Events

 

Financial results
     
Projections of future earnings or losses
     
Stock splits
     
New equity or debt offerings
     
Impending bankruptcy or financial liquidity problems
     
Creation of a material direct or contingent financial obligation

 

Corporate Developments

 

Significant mining developments, including drilling results and permitting matters
     
Disposition or acquisition of significant assets, including mergers
     
Significant litigation exposure due to actual or threatened litigation
     
Major changes in senior management
     
Material agreement not in the ordinary course of business (or termination thereof)

 

Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public. Either positive or negative information may be material.

 

Certain Exceptions

 

For purposes of this Policy, the Company considers that the exercise of stock options for cash under the Company’s stock option plans or the purchase of shares under the Company’s employee stock purchase plan (but not the sale of any such shares) is exempt from this Policy, since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan.

 

Inquiries

 

Please direct your questions as to any of the matters discussed in this Policy to the Company’s Insider Trading Compliance Officer.

 

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SENIOR EXECUTIVES

 

1. Directors:

 

NAME   LASTNAME
Mariano   Soria Hernández
Emilio   Cañavate Martí
Monika   Mikac
Hector   Dominguis Pérez
Daniel   Green
Miguel   Valldecabres Polop
Enrique   Selva Bellvis

 

2. Officers:

 

NAME   LASTNAME   POSITION
Manuel   Cerco D’Aversas   Chief Commercial Director
Angeles   Narbón Ramponi   Chief Operations Director
Pablo   De la Cuadra Ribes   Chief Developing Director
Ruben   Sousa Castañer   Chief Intelligence Director
Alejandro   Moragues Navarro   Chief Financial Director
Mariano   Soria Hernández   General Manager

 

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DESIGNATED INSIDERS

 

Name   Position
Umbrella Solar Investment, S.A.   Controlling Shareholder – 90.09%

 

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SCHEDULE C

 

SHARE TRADING NOTIFICATION DURING WINDOW PERIOD

 

To: Insider Trading Compliance Officer

 

From:                                     

 

Relative or Company name:                                     

 

Notification: I or my relatives / company * bought / sold / dealt *                                   (insert number and type of securities) in the Company, during the trading window between                                     and                                     

 

* Delete as appropriate

 

I hereby declare that this dealing was not a result of access to, or receipt of Material Nonpublic Information as described in the Company’s Insider Trading Policy.

 

Signed:                                     (applicant)

 

Date:                                          

 

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TURBO ENERGY, S.A.

Insider Trading Policy

 

Receipt and Acknowledgment

 

All employees, directors, officers of Turbo Energy, S.A. (“Turbo Energy”) and any outside third parties designated as Insiders are responsible for reading, understanding and following the guidelines outlined in Turbo Energy’s Insider Trading Policy. Please sign and return this page acknowledging receipt the Insider Trading Policy.

 

I acknowledge that I have received and will comply with the Turbo Energy’s Insider Trading Policy.

 

Signature:     Date:  
         
Print Name:         

 

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EX-99.3 4 ea189394ex99-3_turboenergy.htm PRESS RELEASE TITLED "IBN ANNOUNCES LATEST EPISODE OF THE BELL2BELL PODCAST FEATURING MARIANO SORIA, GENERAL MANAGER OF TURBO ENERGY S.A." DATED NOVEMBER 21, 2023

Exhibit 99.3

 

IBN Announces Latest Episode of The Bell2Bell Podcast featuring Mariano Soria, General Manager of Turbo Energy S.A.

 

LOS ANGELES, November 21, 2023 (GLOBE NEWSWIRE) – via IBN – IBN, a multifaceted communications organization engaged in connecting public companies to the investment community, is pleased to announce the release of the latest episode of The Bell2Bell Podcast as part of its sustained effort to provide specialized content distribution via widespread syndication channels.

 

The Bell2Bell Podcast delivers informative updates and exclusive interviews with executives operating in fast-moving industries. Bell2Bell’s latest podcast features Mariano Soria, General Manager of Turbo Energy S.A., a leading photovoltaic energy storage technology company based in Valencia, Spain.

 

To begin the interview, Soria introduced Turbo Energy and its business model.

 

“Turbo Energy is part of a group with more than 20 years of experience in photovoltaic energy,” Soria said. “The company itself was born 10 years ago with the aim of introducing disruptive storage technology, mainly for off-grid homes that wanted to live with photovoltaic energy. It was the introduction of lithium-ion batteries in Spain, and it was also, for us, the beginning of Turbo Energy’s leadership in Spain concerning photovoltaic energy storage.”

 

“From there, photovoltaic storage has become more and more popular, and Turbo Energy, wanting to stay at the technological forefront, has been investing in innovation and developing its own software. Now, Turbo Energy no longer talks about just batteries; we talk about advanced photovoltaic energy management solutions for residential, commercial and industrial clients.”

 

Soria next discussed the current state of the renewable energy sector and its outlook for the coming years.

 

“The renewable energy sector has been growing very quickly in recent years, and we understand that it will not stop doing so throughout the world… This fact, together with rapid growth in the consumption of electric vehicles, will probably favor the energy transition, but it will also present us with a strong technological challenge relating to the management of electrical energy. This is the challenge we want to address at Turbo Energy… Our energy storage system is prepared to protect homes and businesses against the risk of being left without electricity or having to pay dearly for it. Investing in photovoltaics and storage is investing in security and service to the community, even service to the environment.”

 

Join IBN’s Stuart Smith and Mariano Soria, General Manager of Turbo Energy S.A., to learn more about the company’s recent milestones, as well as its operational goals for the balance of 2023 and beyond.

 

To hear the episode and subscribe for future podcasts, visit https://podcast.bell2bell.com.

 

The latest installment of The Bell2Bell Podcast continues to reinforce IBN’s commitment to the expansion of its robust network of brands, client partners, followers, and the growing IBN Podcast Series. For more than 17 years, IBN has leveraged this commitment to provide unparalleled distribution and corporate messaging solutions to 500+ public and private companies.

 

To learn more about IBN’s achievements and milestones via a visual timeline, visit: https://IBN.fm/TimeLine

 

About Turbo Energy S.A.

 

Turbo Energy is a leading photovoltaic energy storage technology company based in Valencia, Spain. The company’s focus is on developing innovative solutions that allow end consumers to harness the full potential of solar energy and reduce their electricity costs. With a combination of artificial intelligence and advanced technology, Turbo Energy is paving the way toward a more sustainable and energy-efficient future. For more information, visit the company’s website at www.Turbo-E.com IBN consists of financial brands introduced to the investment public over the course of 17+ years.

 

 


 

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Forward-Looking Statements

 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the company’s SEC filings. These risks and uncertainties could cause the company’s actual results to differ materially from those indicated in the forward-looking statements.

 

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EX-99.4 5 ea189394ex99-4_turboenergy.htm PRESS RELEASE TITLED "TURBO ENERGY JOINS WITH FRENCH RETAIL GIANT, LEROY MERLIN, TO MARKET SUNBOX SOLAR ENERGY SYSTEM IN SPAIN." DATED NOVEMBER 7, 2023

Exhibit 99.4

 

 

Turbo Energy Joins with French Retail Giant, Leroy Merlin, to Market Sunbox Solar Energy System in Spain

 

This collaboration will further drive the adoption of photovoltaic energy in Spain and contribute to the global effort to combat climate change. 

 

 

Valencia, Spain, Nov. 7, 2023 -- Turbo Energy, S.A. (Nasdaq: TURB), a Spain-based leader in photovoltaic energy storage, today announces a strategic alliance with French multinational retailer Leroy Merlin to include Turbo’s residential photovoltaic product, Sunbox, in Merlin’s range of photovoltaic products available in Spain.

 

The collaboration represents a significant milestone for Turbo Energy and is expected to solidify its position as a pioneer in the field of solar energy in Spain.

 

 


 

Sunbox, Turbo Energy’s flagship product, is an innovative all-in-one A.I. solution that integrates all the necessary electronics to harness solar energy and provide clean, sustainable and free electricity to homes and businesses.

 

Leroy Merlin, which had revenue in Spain of 3,3 billion euros in 2022, is an international leader in the world of DIY and construction, with 500 million customers across 20 countries. The company is widely known for its emphasis on environmentally-friendly and energy-conserving solutions.

 

Today’s announcement follows Turbo’s introductory promotion of Sunbox at Leroy Merlin’s retail stores located in Alicante and Albacete in Spain. These promotions exposed Merlin’s customers to the benefits of Sunbox and helped to convince Merlin to enter a formal alliance with Turbo.

 

Last month Turbo announced the receipt of a patent, granted for Spain, for a software development the company said allowed Sunbox to become among the most innovative residential photovoltaic equipment on the market.

 

“We believe this collaboration with Leroy Merlin will further drive the adoption of photovoltaic energy in Spain and contribute to the global effort to combat climate change,” said Turbo general manager Mariano Soria. “The collaboration is also likely to add meaningful incremental revenue for Turbo in 2024.”

 

About Turbo Energy, S.A.:

 

Turbo Energy is a leading photovoltaic energy storage technology company based in Valencia, Spain. The company’s focus is on developing innovative solutions that allow end consumers to harness the full potential of solar energy and reduce their electricity costs. With a combination of Artificial Intelligence and advanced technology, Turbo Energy is paving the way towards a more sustainable and energy-efficient future. 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. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. 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. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the factors discussed in the “Risk Factors” section of the filings that we make with the U.S. Securities and Exchange Commission. 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.

 

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