Sono Group NV Implements 1-for-75 Reverse Share Split

Ticker: SSM · Form: 6-K · Filed: Dec 30, 2024 · CIK: 1840416

Sono Group N.V. 6-K Filing Summary
FieldDetail
CompanySono Group N.V. (SSM)
Form Type6-K
Filed DateDec 30, 2024
Risk Levelmedium
Pages6
Reading Time7 min
Key Dollar Amounts$5 m, $0.25, $0.1125, $1.875
Sentimentneutral

Sentiment: neutral

Topics: reverse-stock-split, corporate-action

TL;DR

Sono Group NV just did a 1-for-75 reverse stock split, effective Dec 23rd.

AI Summary

Sono Group N.V. announced on December 23, 2024, that its shareholders approved a reverse share split of its ordinary shares and high voting shares at a ratio of 1-for-75. The company amended its articles of association to implement this reverse share split.

Why It Matters

This action is often taken to increase the per-share trading price, potentially making the stock more attractive to institutional investors and meeting exchange listing requirements.

Risk Assessment

Risk Level: medium — Reverse stock splits can sometimes signal underlying financial difficulties or a lack of confidence in the company's ability to organically increase its share price.

Key Numbers

  • 1-for-75 — Reverse Share Split Ratio (This ratio indicates that for every 75 shares held, a shareholder will now own 1 share.)

Key Players & Entities

  • Sono Group N.V. (company) — Registrant
  • December 23, 2024 (date) — Date of amendment to articles of association
  • 1-for-75 (ratio) — Reverse share split ratio

FAQ

What is the primary purpose of the reverse share split for Sono Group N.V.?

The filing states that shareholders approved the reverse share split, which is typically done to increase the per-share trading price.

When was the reverse share split implemented?

The company amended its articles of association to implement the reverse share split on December 23, 2024.

What is the ratio of the reverse share split?

The reverse share split is implemented at a ratio of 1-for-75.

What types of shares are affected by the reverse share split?

Both the company's ordinary shares and high voting shares are affected by the reverse share split.

What document was amended to implement the reverse share split?

The company amended its articles of association (the 'Amended Articles') to implement the reverse share split.

Filing Stats: 1,657 words · 7 min read · ~6 pages · Grade level 12.9 · Accepted 2024-12-30 12:54:07

Key Financial Figures

  • $5 m — ;) in the aggregate principal amount of $5 million, which is convertible into Ordina
  • $0.25 — (i) a price per Ordinary Share equal to $0.25 or (ii) 85% of the lowest daily volume
  • $0.1125 — oting Shares held by SVSE at a price of $0.1125 per Ordinary Share and $1.875 per High
  • $1.875 — price of $0.1125 per Ordinary Share and $1.875 per High Voting Share (post Reverse Sha

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41066 Sono Group N.V. (Registrant’s name) Waldmeisterstrasse 93 80935 Munich Germany (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 Reverse Share Split As previously disclosed, the shareholders of Sono Group N.V. approved a reverse share split (the “Reverse Share Split”) of the Company’s ordinary shares, nominal value of €0.06 (the “Ordinary Shares”), and the Company’s high voting shares, nominal value of €1.50 (the “High Voting Shares”). On December 23, 2024, Sono Group N.V. (the “Company”) amended its articles of association (the “Amended Articles”) to implement the Reverse Share Split at a ratio of 1-for-75 (the “Reverse Split Ratio”), resulting in every 75 Ordinary Shares issued and outstanding immediately prior to the Reverse Share Split being converted into one Ordinary Shares and every 75 High Voting Shares issued and outstanding immediately prior to the Reverse Share Split being converted into one High Voting Share. A copy of the Amended Articles is attached hereto as Exhibit 3.1 and incorporated herein by reference. The Reverse Share Split became effective under Dutch corporate law as of the date of the Amended Articles; however, the Reverse Share Split will not be reflected in quotations on the OTCQB until processed by the Financial Industry Regulatory Authority (“FINRA”). The Company is continuing to engage with FINRA in order to process the Reverse Share Split as soon as possible. In addition, on the effective date of the Reverse Share Split the Ordinary Shares will trade under a new CUSIP number. No fractional shares will be issued in connection with the Reverse Share Split; all fractional shares will be rounded up. Shareholders with shares held in certificate form will be able to exchange share certificates by contacting the Company’s transfer agent, Equiniti Trust Company, LLC. Shareholders that hold shares in book-entry form or in brokerage accounts are not required to take any action and will see the impact of the Reverse Share Split reflected in their accounts. Securities Purchase Agreement, Debenture and Call Option Agreement On December 30, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), pursuant to which the Company agreed to sell and issue to Yorkville a new convertible debenture (the “Debenture”) in the aggregate principal amount of $5 million, which is convertible into Ordinary Shares as described below. The issuance and sale of the Debenture is 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 Ordinary Shares on the Nasdaq Capital Market. The Debenture, when issued, will mature on the one-year anniversary of the issuance date of the Debenture. Further, interest will accrue on the outstanding principal balance of the Debenture at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the Debenture) for so long as such Event of Default remains uncured. Yorkville will have the right to convert the Debenture into Ordinary Shares at the lower of (i) a price per Ordinary Share equal to $0.25 or (ii) 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Conversion Date”); provided that the Variable Conversion Date may not be lower than the Floor Price (as defined in the Debenture) then in effect and the nominal value of one Ordinary Share. In connection with the transactions contemplated by the Securities Purchase Agreement, Yorkville and SVSE LLC (“SVSE”), whose sole member is George O’Leary, will enter into a call option agreement (the “Call Option Agreement”) before the issuance of the Debenture. Pursuant to the Call Option Agreement, SVSE will agree to provide Yorkville with a call option (the “Call Option”) to purchase all of the Ordinary Shares and High Voting Shares held by SVSE at a price of $0.1125 per Ordinary Share and $1.875 per High Voting Share (post Reverse Share Split). The Call Option will expire at 5:00 p.m. Eastern time on the four-year anniversary of the date of the Call Option Agreement (the “Expiration Time”), and may be exer

View Full Filing

View this 6-K filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.