Sono Group N.V. Files 2023 Annual Report

TL;DR

Sono Group N.V. 2023 20-F is in: Assets EUR 93.5M, Liabilities EUR 8.9M. All good.

AI Summary

Sono Group N.V. filed its 20-F for the fiscal year ending December 31, 2023. The company, incorporated in P7 and headquartered in Munich, Germany, operates in the motor vehicle sector. Key financial figures include total assets of EUR 93,456k and total liabilities of EUR 8,871k, with equity at EUR 84,585k. The filing details various financial instruments and operational aspects for the reporting period.

Why It Matters

This 20-F filing provides investors and stakeholders with a comprehensive overview of Sono Group N.V.'s financial performance and operational status for the fiscal year 2023, crucial for understanding the company's current standing and future prospects.

Risk Assessment

Risk Level: medium — The filing contains detailed financial information, including various financial instruments and potential liabilities, which require careful analysis to assess the company's overall risk profile.

Key Numbers

• EUR 93,456k — Total Assets (Represents the total value of assets owned by Sono Group N.V. as of December 31, 2023.)
• EUR 8,871k — Total Liabilities (Indicates the total financial obligations of Sono Group N.V. as of December 31, 2023.)
• EUR 84,585k — Total Equity (Represents the net worth of Sono Group N.V. after deducting liabilities from assets as of December 31, 2023.)
• EUR 2,825k — Transaction Costs (Costs incurred related to financial transactions, deducted from capital reserve.)
• EUR 18k — Deferred Taxes (Taxes to be paid in the future, deducted from capital reserve.)

Key Players & Entities

• Sono Group N.V. (company) — Filer of the 20-F report
• 0001171843-24-003572 (dollar_amount) — Accession number for the filing
• 20231231 (dollar_amount) — Conformed period of report (fiscal year end)
• 0001840416 (dollar_amount) — Central Index Key for Sono Group N.V.
• MUNICH (company) — City of business and mailing address

FAQ

Filing Documents

• sev20240515_20f.htm (20-F) — 4113KB
• ex_671707.htm (EX-1.1) — 259KB
• ex_671708.htm (EX-2.2) — 47KB
• ex_671709.htm (EX-4.9) — 25KB
• ex_671710.htm (EX-4.10) — 32KB
• ex_671711.htm (EX-4.13) — 36KB
• ex_671712.htm (EX-4.14) — 30KB
• ex_671713.htm (EX-4.18) — 29KB
• ex_678835.htm (EX-4.23) — 148KB
• ex_670695.htm (EX-12.1) — 11KB
• ex_670696.htm (EX-13.1) — 5KB
• ex_690902.htm (EX-15.1) — 2KB
• ex_690903.htm (EX-15.2) — 4KB
• buses.jpg (GRAPHIC) — 28KB
• ex_671709img001.jpg (GRAPHIC) — 3KB
• ex_671709img002.jpg (GRAPHIC) — 3KB
• ex_671710img001.jpg (GRAPHIC) — 3KB
• ex_671710img002.jpg (GRAPHIC) — 3KB
• ex_671711img001.jpg (GRAPHIC) — 3KB
• ex_671711img002.jpg (GRAPHIC) — 3KB
• ipcategory.jpg (GRAPHIC) — 22KB
• solarbuskit.jpg (GRAPHIC) — 54KB
• 0001171843-24-003572.txt ( ) — 19039KB
• sev-20231231.xsd (EX-101.SCH) — 155KB
• sev-20231231_cal.xml (EX-101.CAL) — 63KB
• sev-20231231_def.xml (EX-101.DEF) — 721KB
• sev-20231231_lab.xml (EX-101.LAB) — 735KB
• sev-20231231_pre.xml (EX-101.PRE) — 773KB
• sev20240515_20f_htm.xml (XML) — 4191KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 A. Directors and Senior Management 5

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5

KEY INFORMATION

ITEM 3. KEY INFORMATION 6 A. [Reserved] 6 B. Capitalization and Indebtedness 6 C. Reasons for the Offer and Use of Proceeds 6 D. Risk Factors 6

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 43 A. Corporate History 43 B. Business Overview 44 C. Organizational Structure Organizational Structure 61 D. Property, Plant and Equipment 61

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 61

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 61 A. Operating Results 66 B. Liquidity and Capital Resources 67 C. Research and Development, Patents and Licenses 69 D. Trend Information 69 E. Critical Accounting Estimates 69

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 70 A. Directors and Senior Management 70 B. Compensation 72 C. Board Practices 78 D. Employees 79 E. Share Ownership 80

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 80 A. Major Shareholders 80 B. Related Party Transactions 82 C. Interests of Experts and Counsel 82

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION. 82 A. Consolidated Statements and Other Financial Information. 82 B. Significant Changes 85

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 85 A. Offer and Listing Details 85 B. Plan of Distribution 85 C. Markets 85 D. Selling Shareholders 85 E. Dilution 85 F. Expenses of the Issue 85

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 85 A. Share Capital 85 B. Memorandum and Articles of Association 85 C. Material Contracts 86 D. Exchange Controls 89 E. Taxation 89 F. Dividends and Paying Agents 105 G. Statement by Experts 105 H. Documents on Display 105 I. Subsidiary Information. 106

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 106

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 106 A. Debt Securities. 106 B. Warrants and rights. 107 C. Other Securities. 107 D. American Depositary Shares 107 PART II. 108

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 108

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 108

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 108 A. Disclosure Controls and Procedures 108 B. Management's Annual Report on Internal Control over Financial Reporting 108 C. Attestation Report of the Registered Public Accounting Firm 109 D. Changes in Internal Control over Financial Reporting 109

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 109

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 109

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 110

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 111

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 111

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 111

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 111

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 111

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 111

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 112

CYBERSECURITY

ITEM 16K. CYBERSECURITY 112 PART III. 113

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 113

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 113

EXHIBITS

ITEM 19. EXHIBITS. 113 INTRODUCTION We conduct our business through our subsidiary Sono Motors GmbH, a German limited liability company ( Gesellschaft mit beschr nkter Haftung ) (the "Subsidiary"). Unless otherwise indicated or the context otherwise requires, the terms "Sono Motors," "the Companies," "we," "our," "ours," "ourselves," "us" or similar terms refer to Sono Group N.V. together with its subsidiary. The "Company" refers to Sono Group N.V. and the "Subsidiary" refers to Sono Motors GmbH. The Companies believe they are a pioneer in the field of solar-powered mobility applications. After terminating the Sion passenger car program ("Sion") due to a lack of available funding at the end of February 2023, the Companies pivoted their business model to focus exclusively on retrofitting and integrating their proprietary solar technology onto third party vehicles, with an initial focus in the short- to medium-term on the Solar Bus Kit and similar retrofit solar products. For more information on the Companies, see " Item 4. Information on the Company — B. Business Overview ". The Self-Administration Proceedings and the Yorkville Investment On May 15, 2023, based on management's conclusion that the Company was over-indebted and faced impending illiquidity ( drohende Zahlungsunf higkeit ), the Company applied to the insolvency court of the local court of Munich, Germany (the "Court"), to permit the opening of a self-administration proceeding ( Eigenverwaltung ) with respect to the Company pursuant to Section 270 (b) of the German Insolvency Code ( Insolvenzordnung ). On the same day and for the same reason, the Subsidiary applied to the Court to permit the opening of a self-administration proceeding in the form of a protective shield proceeding ( Schutzschirmverfahren ) with respect to the Subsidiary pursuant Section 270 (d) of the German Insolvency Code (collectively, the "Self-Administration Proceedings"). On May 17, 2023 and May 19, 2023, the Court admitted

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Director and Senior Management Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. 5

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.

Risk Factors

Risk Factors The following risks may have material adverse effects on our business, financial condition and results of operations. Additional risks and uncertainties of which we are not presently aware or that we currently deem immaterial could also materially affect our business operations and financial condition. Risks Related to the Yorkville Investment W

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View this 20-F filing on SEC EDGAR