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Delisting FAQ*

What happened?

On February 13, 2024, The Nasdaq Stock Market LLC (“Nasdaq”) announced in a press release that it will delist the ordinary shares of Sono Group N.V. (“Sono” or the “Company”). The Company’s securities were suspended from trading on July 21, 2023 and have not traded on Nasdaq since that time. On February 15, 2024, Nasdaq filed a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) to complete the delisting of the Company ’s shares. The delisting became effective on February 25, 2023, ten days after the Form 25 was filed.

Why did Nasdaq decide to delist Sono Group N.V.’s shares?

On July 12, 2023, the Company received a notice from Nasdaq (the “Notice”) stating that the staff of Nasdaq’s Listing Qualifications Department (the “Staff”) had determined that the Company’s securities will be delisted from Nasdaq in accordance with Listing Rules 5101, 5110(b) and IM-5101-1. The Notice provided the following factors as grounds for the determination:

(1) public interest concerns raised by Sono’s application to the insolvency court of Munich, Germany, to permit the opening of self-administration proceedings;

(2) concerns regarding the residual equity interest of the existing listed securities holders; and

(3) concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq.

The Notice further stated that the Company’s failure to file its Form 20-F for the year ended December 31, 2022 (the “2022 Form 20-F”), which was due on May 1, 2023, and its resultant failure to comply with Nasdaq’s filing requirement as set forth under Listing Rule 5250(c)(1), served as an additional and separate basis for delisting. The 2022 Form 20-F was subsequently filed on December 22, 2023.

Please see the Company’s respective filing and press release regarding receipt of the Notice.

On August 28, 2023, Sono received a second determination letter from the Staff stating the following additional bases for delisting: (1) the Company’s lack of compliance with the minimum bid price requirements in Listing Rule 5810(c)(3)(A) as a result of the Company’s shares having a closing bid price below $0.10 for 12 consecutive trading days, and (2) the Company’s failure to comply with the audit committee requirement in Nasdaq Listing Rule 5605(c)(2) as a result of the resignation of 4 out of 5 of the Company’s supervisory board members in April 2023. The Company announced the re-establishment of the audit committee of its supervisory board on September 29, 2023.

Please see the Company’s respective filing and press release regarding receipt of this additional Staff determination letter.

Did the Company appeal Nasdaq’s determination to delist its shares?

Yes, as stated in the same press release, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s determination and appeared before the Panel on September 14, 2023. At the hearing, the Company presented a plan to cure all compliance deficiencies and was granted a compliance period to execute this plan.

Following the appointment of three new members to the Company’s supervisory board on September 11, 2023, the Company cured the “audit committee” deficiency and announced the re-establishment of its audit committee on September 29, 2023.

However, the other deficiencies, including the filing of the 2022 Form 20-F, could not be cured within the compliance period.

On December 13, 2023, Sono announced that it received a decision of the Panel advising the Company that the Panel had determined to delist the Company’s ordinary shares from Nasdaq.

Is the Company current on its financial reporting?

On December 22, 2023, the Company submitted its annual report on Form 20-F for the year ended on December 31, 2022 to the SEC, at which point the Company became current with its SEC financial reporting obligations.

On February 26, 2024, the Company also submitted an interim balance sheet and income statement for the six months ended June 30, 2023 on Form 6-K with the SEC.

On June 21, 2024, the Company submitted its annual report on Form 20-F for the year ended on December 31, 2023 to the SEC, at which point the Company became current with its SEC and OTCQB financial reporting obligations.

What does delisting from Nasdaq actually mean?

What happens to my shares now that the Company’s stock is delisted from Nasdaq? Do I lose all my shares?

How can I continue to buy and sell shares now that they are delisted from Nasdaq?

Can Sono's shares be relisted on Nasdaq or another exchange in the future?

What should I do now as a shareholder?

How do I buy and sell shares on OTC markets?

You need to check with your current broker if it offers access to OTC markets because not all brokers do. It's important to compare fees, platform features, and the level of customer support.

If you wish to trade and your current broker does not support OTC trading, you should find one that does offer such access. Below is a list of broker-dealers that claim to support OTC trading.

Disclaimer: The below list is provided as a reference only and is not intended as, and is not to be construed as, a recommendation of any of the brokers or their respective services. Neither the Company nor anyone acting on the Company’s behalf has had contact with any of the brokers in the list below or verified any of their offerings. Broker platforms can vary widely in terms of fees, usability and services offered. Shareholders are encouraged to consult their own financial advisors, conduct their own research, and consider their investment objectives and risk tolerance before trading in the OTC markets.

Fidelity Investments
Charles Schwab
Interactive Brokers
E*TRADE
Merrill Edge
TradeStation
Ally Invest
Webull
Public.com

If you want to buy or sell Sono’s shares, you will need to place an order through your broker’s platform. OTC stocks may be traded in different ways, including market orders, limit orders, and stop orders. Be aware of the bid-ask spread, which can be wider in OTC markets.

* Forward-Looking Statements

This set of frequently asked questions (FAQ) includes forward-looking statements. The words "expect", "anticipate", "intend", "plan", "estimate", "aim", "forecast", "project", "target", “will” and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements are statements regarding the intentions, beliefs, or current expectations of Sono Group N.V. (the “Company”) and Sono Motors GmbH (together with the Company, the “companies”). Forward-looking statements involve inherent known and unknown risks, uncertainties, and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance, or achievements of the companies to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to, risks, uncertainties and assumptions with respect to: the companies’ expectations regarding Sono Motors’ ability to successfully implement its plan under the German Insolvency Code (Insolvenzordnung); the companies’ ability to maintain relationships with lenders, suppliers, service providers, customers, employees and other third parties as a result of their prior self-administration proceedings and the related increased performance and credit risks associated with their constrained liquidity position and capital structure; and the companies’ ability to access the external funding required to successfully restructure their business, including by complying with the agreements related to the investment from YA II PN, Ltd. so as to gain access to the remainder of the funding offered in such transaction, and the Company’s ability to have its shares admitted to trading on OTCQB, Nasdaq or any other stock exchange in the future, including its ability to meet the relevant application or initial listing requirements and to pay for the related costs. Many of these risks and uncertainties relate to factors that are beyond the companies’ ability to control or estimate precisely, such as the actions of courts, regulators and other factors. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. Except as required by law, neither of the companies assumes any obligation to update any such forward-looking statements.

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Contact Information

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Waldmeisterstrasse 93
80935 Munich
Germany

Email

ir@sonomotors.com

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