This is a routine amendment to a resale registration statement. The key event to monitor is the Nasdaq listing approval and the company's ability to secure additional funding to address its going concern. The company has not generated revenue and is pre-commercialization.
Executive Summary
TurboGen Ltd. filed Amendment No. 2 to its F-1 registration statement for the resale of up to 3,056,248 ordinary shares by selling shareholders. The company is an Israeli development-stage clean energy technology company that has not generated any revenue and has a going concern qualification in its audited financial statements. The filing is a procedural step toward listing on Nasdaq, but the company faces significant financial and operational risks.
Key Facts
- The filing registers up to 3,056,248 ordinary shares for resale by selling shareholders; the company will not receive any proceeds from these sales.
- The company has not generated any revenue and is a development-stage company.
- Audited financial statements for the year ended December 31, 2025 include a going concern qualification.
- Net loss for 2025 was $19.485 million, compared to $2.998 million in 2024.
- Accumulated deficit as of December 31, 2025 was $43.482 million.
- Cash and cash equivalents as of December 31, 2025 were $3.942 million.
- The company has applied to list its ordinary shares on Nasdaq under the symbol 'TRBG'.
- The last reported sale price on the TASE on May 11, 2026 was NIS 16.79, approximately $5.77 per share.
- Controlling shareholders own 33.0% of the voting power.
- The company has a supplier agreement for 12 TR3200 systems, with three expected to be installed in Q4 2026.
Financial Impact
No revenue generated; net loss of $19.485 million in 2025; accumulated deficit of $43.482 million; cash of $3.942 million as of Dec 31, 2025.
Risk Factors
- Going concern qualification in audited financial statements raises substantial doubt about ability to continue operations.
- No revenue generated to date; pre-commercialization stage with uncertain timeline to market.
- Dependence on Nasdaq listing approval and future capital raises to fund operations.
- Significant operating losses and negative cash flows from operations.
- Geopolitical risks related to operations in Israel.
- Dilution risk from outstanding options, warrants, and RSUs (4,392,374 shares issuable).
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| F-1/A Filing (Primary) | 0001213900-26-056323 |
| Document: ea028961601ex23-1.htm | 0001213900-26-056323 |
| Document: 0001213900-26-056323-index-headers.html | 0001213900-26-056323 |
| Document: 0001213900-26-056323-index.html | 0001213900-26-056323 |
| Document: 0001213900-26-056323.txt | 0001213900-26-056323 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 11d ago | 3/A | $3.41 | awaiting T+20 | — | $3.48 (+2.05%) |
Oct 5, 2026 22d ago | 6-K | $3.80 | awaiting T+20 | — | $3.48 (−8.42%) |
Oct 5, 2026 22d ago | Press Release | $3.80 | awaiting T+20 | — | $3.48 (−8.42%) |
Oct 1, 2026 26d ago | EFFECT | $3.85 | awaiting T+20 | — | $3.48 (−9.49%) |
Sep 24, 2026 4w ago | 6-K | $3.99 $3.41 | ▼ −14.54% | ▼ −14.12% | $3.48 (−12.78%) |
Sep 24, 2026 4w ago | Press Release | $3.99 $3.41 | ▼ −14.54% | ▼ −14.12% | $3.48 (−12.78%) |
Sep 16, 2026 5w ago | Press Release | $3.71 $3.32 | ▼ −10.53% | ▼ −13.70% | $3.48 (−6.07%) |
Sep 9, 2026 6w ago | 6-K | $4.47 $3.46 | ▼ −22.60% | ▼ −24.72% | $3.48 (−22.15%) |
Aug 31, 2026 8w ago | 6-K | — | awaiting T+20 | — | — |
Aug 31, 2026 8w ago | 3 | — | awaiting T+20 | — | — |
US Market Status
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