UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported):
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Not Applicable | Not Applicable | Not Applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
| Item 8.01 | Other Items. |
On May 20, 2025, Sono Group N.V. (the “Company”) furnished an unaudited pro forma condensed consolidated balance sheet and statement of income as of and for the three months ended March 31, 2025 (the “Pro Forma Financial Information”) as part of the Company’s application for listing on the Nasdaq Capital Market (“Nasdaq”).
The Pro Forma Financial Information gives effect to the transactions contemplated by the following previously-disclosed agreements: (i) the securities purchase agreement (the “Securities Purchase Agreement”) entered into between the Company and YA II PN, Ltd. (“Yorkville”) on December 30, 2024, pursuant to which Yorkville committed to provide limited financing to the Company in the amount of $5,000,000 (the “Yorkville Commitment”) in the form of a new convertible debenture (the “Commitment Debenture”), subject to certain conditions and limitations, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Company’s ordinary shares on Nasdaq, (ii) the exchange agreement (the “Exchange Agreement”) entered into between the Company and Yorkville on December 30, 2024, pursuant to which the Company agreed, subject to the satisfactions of certain conditions precedent, to issue 1,242 shares of preferred stock of the Company, each with a nominal value of €300 (the “Preferred Shares”), to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the Commitment Debenture, if issued, and the Advance Debentures (as defined below), (iii) the omnibus amendment to transaction documents entered into between the Company and Yorkville on February 12, 2025 (the “First Omnibus Amendment”), which provided for, among other things, an immediate advance of $1,000,000 of the Yorkville Commitment in the form of a $1,000,000 secured convertible debenture (the “First Advance Debenture”), (iv) the omnibus amendment to transaction documents entered into between the Company and Yorkville on March 7, 2025 (the “Second Omnibus Amendment”), which, among other things, modified the terms of the Exchange Agreement to amend the floor price provided for in the Exchange Agreement, (v) the omnibus amendment to transaction documents entered into between the Company and Yorkville on March 25, 2025 (the “Third Omnibus Amendment”), which provided for, among other things, a second immediate advance of $1,000,000 of the Yorkville Commitment in the form of a $1,000,000 secured convertible debenture (the “Second Advance Debenture”) and (vi) the omnibus amendment to transaction documents entered into between the Company and Yorkville on April 24, 2025 (the “Fourth Omnibus Amendment” and together with the First Omnibus Amendment, the Second Omnibus Amendment and the Third Omnibus Amendment, the “Omnibus Amendments”), which provided for, among other things, a third immediate advance of $500,000 of the Yorkville Commitment in the form of a $500,000 secured convertible debenture (the “Third Advance Debenture” and together with the First Advance Debenture and the Second Advance Debenture, the “Advance Debentures”).
Additional information and background on the Securities Purchase Agreement, the Exchange Agreement, the Omnibus Amendments and the other agreements and transactions related thereto may be found in the Company’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on December 30, 2024 and the Company’s Form 8-Ks filed with the SEC on February 13, 2025, March 7, 2025, March 26, 2025 and April 25, 2025. The Company’s listing application has not yet been approved by Nasdaq, and there is no assurance that its listing application will be approved by Nasdaq.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 99.1 | Sono Group N.V. pro forma condensed consolidated balance sheet and statement of income as of and for the three months ended March 31, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Sono Group N.V. | |||
| By | /s/ George O’Leary | ||
| Name: | George O’Leary | ||
| Title: |
Managing Director
| ||
Date: May 20, 2025
Exhibit 99.1
Sono Group N.V. pro forma condensed consolidated Balance Sheet and Statement of Income as of and for the three months ended March 31, 2025
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TABLE OF CONTENTS
3
Proforma Condensed Consolidated Statements of Income (Loss)
| Three months ended March 31, 2025 (unaudited) |
Pro Forma Adjustments |
Pro Forma Combined Following Recapitalization | ||
| mUSD 5 New Convertible Debenture (A) |
Debt to Equity Conversion Adjustments (B) | |||
| kEUR | kEUR | kEUR | kEUR | |
| Revenue |
26
|
- | - | 26 |
| Cost of goods sold | 20 | - | - | 20 |
| Gross profit | 6 | - | - | 6 |
| Cost of development expenses | (440) | - | - | (440) |
| Selling and distribution expenses | (240) | - | - | (240) |
| General and administrative expenses | (1,135) | - | - | (1,135) |
| Gain/(loss) on deconsolidation/reconsolidation | - | - | - | - |
| Other operating income / (exp) | 3 | 3 | ||
| Operating Income/(Loss) | (1,806) | - | - | (1,806) |
| Income/(expense) from changes in fair value of convertible debt carried at Fair value | 10,331 | - | - | 10,331 |
| Loss of foreign currency translation | 312 | - | - | 312 |
| Income/(Loss) before tax | 8,837 | - | - | 8,837 |
| Taxes on income | - | - | - | - |
| Deferred taxes on expense | - | - | - | - |
| Income/(Loss) for the period | 8,837 | - | - | 8,837 |
4
Proforma Preliminary Condensed Consolidated Balance Sheets
| March 31, 2025 Unaudited |
Pro Forma Adjustments | Pro Forma Combined following Recapitalization | ||
|
mUSD 5 New Convertible Debenture (A) |
Debt to Equity Conversion Adjustments (B) |
|||
| kEUR | kEUR | kEUR | kEUR | |
| ASSETS | ||||
| Noncurrent assets | ||||
| Property, plant and equipment | 121 | - | - | 121 |
| Right-of-use assets | 617 | - | - | 617 |
| Other financial assets | 541 | - | - | 541 |
| 1,279 | - | - | 1,279 | |
| Current assets | ||||
| Inventory | 348 | - | - | 348 |
| Other financial assets | 103 | - | - | 103 |
| Other non-financial assets | - | - | - | - |
| Cash | 801 | 462+2,387(A) | - | 3,650 |
| 1,252 | 2,849 | - | 4,101 | |
| Total assets | 2,531 | 2,849 | - | 5,380 |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Subscribed capital (ordinary & high voting) | 48(D) | - | - | 48 |
| Capital and other reserves | 298,699 | - | 37,807B) | 336,506 |
| Accumulated deficit | (312,591) | (19,653)(C) | - | (332,244) |
| Total Equity | (13,844) | (19,653) | 37,807 | 4,310(E) |
| Current Liabilities | ||||
| Lease Liability (Current 126k LT 491k) | 617 | - | - | 617 |
| Taxes payable | - | - | - | - |
| Subtotal | 617 | - | - | 617 |
| Financial liabilities | 15,305 | 19,653(C)+2,849(A) | (37,807)(B) | - |
| Trade and other payables | 451 | - | - | 451 |
| Other liabilities | 2 | - | - | 2 |
| 16,375 | 22,502 | (37,807) | 1,070 | |
| Total equity and liabilities | 3,031 | 2,849 | - | 5,380 |
|
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5
| A. | New Issuance of $5 Million Debenture Adjustment |
As part of its strategic financial restructuring, Sono Group N.V. has entered into a Securities Purchase Agreement with Yorkville to issue a new secured convertible debenture with a principal amount of $5.0 million, subject to Nasdaq approving the Company’s requested uplisting to Nasdaq Capital Markets. Yorkville had advanced $2.0 million (1.9M Euros) of the $5.0 million as of 3/31/25, an additional $500k (462k Euros) was received on 4/24/25 with $2.5 million (2.387M Euros) still subject to Nasdaq Approval. In the cash section it reflects 462k Euros plus 2.387M Euros totaling 2.849M left as the company received $2M already as advances in Q1 2025 already reflected in the 3/31/25 balance sheet.
| B. | Conversion of all existing debt to preferred equity |
Sono Group N.V. signed an Exchange Agreement with Yorkville to convert the newly issued debenture, along with all other existing outstanding convertible debentures, into preferred equity. The total debt being exchanged amounts to approximately €37.8 million, including the €32.7 million of previously issued convertible debentures and the €5.0 million new debentures. Under the agreement, this notes payable will be converted into 1,242 newly issued preferred shares, each with a nominal value of €300. These shares are convertible into 30,000 ordinary shares post-implementation of the reverse stock split.
| C. | Changes to the fair value in Convertible Notes Payable |
The income from changes in fair value of convertible notes payable carried at Fair value of 19,653 is reversed as part of the exchange agreement when the actual value of the total convertible notes payable plus accrued interest is all converted to preferred equity.
| D. | Change in Subscribed Capital |
Change in subscribed capital is due to reverse split of 75 to 1 along with change in nominal value of ordinary and high voting shares.
| E. | Net Equity Converted to US Dollars |
Net Equity of 4.31M Euros is converted to $4.66M at an exchange rate as of the date as of 3/31/25 of 1.0815 from Euros to US Dollars.