Sono Group N.V. Files 8-K on Agreements and Equity Sales

TL;DR

Sono Group N.V. filed an 8-K detailing new agreements and equity sales.

AI Summary

Sono Group N.V. filed an 8-K on September 5, 2025, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and other events. The filing also contains financial statements and exhibits related to these activities.

Why It Matters

This filing provides crucial updates on Sono Group N.V.'s material agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate actions and potential dilution.

Key Players & Entities

• Sono Group N.V. (company) — Registrant
• September 5, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $5,000,000 — ") in the aggregate principal amount of $5,000,000 and (ii) an exchange agreement, dated D
• $2,200,000 — mount of the Debenture by an additional $2,200,000 for a total of $7,200,000, (2) provide
• $7,200,000 — an additional $2,200,000 for a total of $7,200,000, (2) provide for an immediate advance b
• $3,409,460 — advance by Yorkville to the Company of $3,409,460, which comprises of the remaining $1,20
• $1,209,460 — 9,460, which comprises of the remaining $1,209,460 of the original $5,000,000 commitment a
• $1,000,000 — reviously disclosed, a prior advance of $1,000,000 was funded on February 12, 2025 in conn
• $500,000 — re in the aggregate principal amount of $500,000 (the "Third Debenture"), a fourth advan
• $750,000 — re in the aggregate principal amount of $750,000 (the "Fourth Debenture"), a fifth advan
• $190,000 — re in the aggregate principal amount of $190,000 (the "Fifth Debenture"), a sixth advanc
• $350,540 — re in the aggregate principal amount of $350,540 (the "Sixth Debenture" and together wit
• $18.75 — (i) a price per Ordinary Share equal to $18.75 or (ii) 85% of the lowest daily volume

Filing Documents

• f8k_090525.htm (8-K) — 34KB
• exh_101.htm (EX-10.1) — 25KB
• exh_102.htm (EX-10.2) — 91KB
• exh_991.htm (EX-99.1) — 7KB
• table.jpg (GRAPHIC) — 53KB
• 0001171843-25-005755.txt ( ) — 434KB
• sonomotorscom-20250905_lab.xml (EX-101.LAB) — 33KB
• sonomotorscom-20250905_pre.xml (EX-101.PRE) — 22KB
• sonomotorscom-20250905.xsd (EX-101.SCH) — 3KB
• f8k_090525_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information under Item 3.02 below is incorporated by reference into this Item 1.01.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As previously disclosed, Sono Group N.V. (the "Company") and YA II PN, Ltd. ("Yorkville"), entered into (i) a securities purchase agreement, dated December 30, 2024 (as amended, the "Securities Purchase Agreement"), pursuant to which the Company agreed to sell and issue to Yorkville a new convertible debenture (the "Debenture") in the aggregate principal amount of $5,000,000 and (ii) an exchange agreement, dated December 30, 2024 (as amended, the "Exchange Agreement"), pursuant to which the Company agreed to issue shares of preferred stock of the Company to Yorkville in exchange for the surrender and cancellation of all of the debentures held by Yorkville. The obligations of the parties under the Securities Purchase Agreement and the Exchange Agreement are subject to certain conditions and limitations as previously disclosed by the Company. The Company and Yorkville subsequently entered into nine Omnibus Amendments to Transaction Documents, respectively dated February 12, 2025 (the "First Omnibus Amendment"), March 7, 2025 (the "Second Omnibus Amendment"), March 25, 2025 (the "Third Omnibus Amendment"), April 24, 2025 (the "Fourth Omnibus Amendment"), May 26, 2025 (the "Fifth Omnibus Amendment), July 6, 2025 (the "Sixth Omnibus Amendment"), August 6, 2025 (the "Seventh Omnibus Amendment"), August 6, 2025 (the "Eighth Omnibus Amendment) and August 15, 2025 (the "Ninth Omnibus Amendment"), pursuant to which the Company and Yorkville agreed to modify certain terms of the Securities Purchase Agreement and the Exchange Agreement. On September 5, 2025, the Company and Yorkville entered into a tenth Omnibus Amendment to Transaction Documents (the "New Omnibus Amendment"), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and certain convertible debentures previously issued by the Company. Pursuant to the New Omnibus Amendment, the parties agreed to mod

01

Item 8.01 Other Events. As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 4, 2025, on September 4, 2025, the Company received notice from the Nasdaq Capital Market ("Nasdaq") that the Ordinary Shares have been approved for listing on Nasdaq (the "Uplisting"). The Ordinary Shares commenced trading on Nasdaq on September 5, 2025 under the ticker symbol "SSM". On September 5, 2025, the Company issued a press release announcing the Uplisting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K: Exhibit Description of Exhibit 10.1 Tenth Omnibus Amendment to Transaction Documents dated September 5, 2025 10.2 Secured Convertible Debenture dated September 5, 2025 99.1 Press Release, dated September 5, 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: September 5, 2025

View Full Filing

View this 8-K filing on SEC EDGAR