What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-19 compared with 2025-05-20 · 224 added, 132 removed, 652 unchanged (35% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share and per share amounts)

March 31, 2025

June 30, 2025

December 31, 2024

17 unchanged sentences

Shareholders ’ Equity

Ordinary Shares, par value € 0.02 per share, 4,300,000 shares authorized, 1,409,921 and 1,409,885 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively (1)

High Voting Shares, par value € 0.5 per share, 53,400 shares authorized, 40,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively (1)

Ordinary Shares, par value € 0.02 per share, 4,300,000 shares authorized, 1,409,921 and 1,409,885 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (Note 9)

High Voting Shares, par value € 0.5 per share, 53,400 shares authorized, 40,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (Note 9)

Additional paid-in capital

6 unchanged sentences

(Amounts in thousands, except share and per share amounts)

For the three months ended March 31,

For the three months ended

For the six months ended

Cost of sales

3 unchanged sentences

Research and development

Gain on deconsolidation/reconsolidation

Other Operating (income)/loss

Gain Loss on deconsolidation/reconsolidation

Other Operating income

Total Operating Expenses and Costs

3 unchanged sentences

Gain (Loss) on foreign currency transactions

Total Other Income

Net income per share to common shareholders:

Total Other Income (Expense)

Net Income (Loss)

Net income loss per share to common shareholders:

Weighted average number of common shares:

7 unchanged sentences

Accumulated Deficit

Total Shareholder’s Equity

Total Shareholder’s Deficit

Balance at December 31, 2023

1 unchanged sentence

Balance at March 31, 2024

Loss for the period

Balance at June 30, 2024

Ordinary Shares Outstanding

2 unchanged sentences

Accumulated Deficit

Total Shareholder’s Equity

Total Shareholder’s Deficit

Balance at December 31, 2024

2 unchanged sentences

Balance at March 31, 2025

Loss for the period

Balance at June 30, 2025

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

(Amounts in thousands)

For the three months ended

March 31, 2025

March 31, 2024

For the six months ended

June 30, 2025

June 30, 2024

Cash Flows from Operating Activities

12 unchanged sentences

Cash Flows from Investing Activities

Acquisition of equipment

Reconsolidation of the Subsidiary cash balance

Net cash provided by investing activities

Net cash (used in)/provided by investing activities

Cash Flows from Financing Activities

4 unchanged sentences

Cash at December 31, 2024 and 2023

Cash at March 31, 2025 and 2024

Cash at June 30, 2025 and 2024

Supplemental disclosure of cash flow information:

27 unchanged sentences

See “Note 3 Liquidity and Going concern” for additional information.

These condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”).

On a consolidated basis, the Company’s operations are comprised of the parent company, Sono N.V.

14 unchanged sentences

GAAP, and the transition from International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), has been applied retrospectively to all periods presented.

The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s condensed consolidated financial position as of March 31, 2025 and the results of operations for the three month period then ended.

The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s condensed consolidated financial position as of June 30, 2025 and the results of operations for the six month period then ended.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the condensed consolidated financial statements not misleading have been included.

3 unchanged sentences

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and accordingly do not include all of the disclosures normally made in the Company’s annual condensed consolidated financial statements.

Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and notes thereto for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K for fiscal 2024.

Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K for fiscal 2024.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

The preparation of the consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

Accordingly, actual results could differ from those estimates.

4 unchanged sentences

Accounts maintained in US bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

The Company had $- 0 - and $- 0 - in US bank cash balances in excess of the FDIC insured limit as of March 31, 2025 and December 31, 2024, respectively.

Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases.

For new leases, the Company will determine if an arrangement is or contains a lease at inception.

The Company had $- 0 - and $- 0 - in US bank cash balances in excess of the FDIC insured limit as of June 30, 2025 and December 31, 2024, respectively.

The Company accounts for leases pursuant to ASU 2016-02.

Accordingly, For new leases, the Company will determine if an arrangement is or contains a lease at inception.

Leases are included as ROU assets within other assets and lease liabilities within current liabilities and within other long-term liabilities on the Company’s consolidated balance sheets.

8 unchanged sentences

Cost is determined by the first-in, first-out method.

Stock counts are taken routinely and obsolete, outdated inventory is directly charged off to cost of goods sold.

Stock counts are taken routinely and obsolete, outdated inventory is directly charged off through cost of goods sold.

Concentrations of Credit Risk

3 unchanged sentences

Property and equipment are stated at cost.

When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.

When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.

For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years.

6 unchanged sentences

Revenue recognition is based on Accounting Standards Codification (ASC) Topic 606 – Revenue from Contracts with Customers.

In general, the Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Company, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria have been met or there are no significant remaining performance obligations for each of the Company's activities as described below.

Revenue is recognized at the point in time when control of the goods or services is transferred to the customer.

6 unchanged sentences

Since control does not transfer over time but rather at a single point (usually project completion or delivery), revenue is recognized at a point in time in accordance with ASC 606-10-25-30 and related guidance.

Progress billings on projects where this criteria has not been met are recorded as deferred revenue.

Deferred revenue at June 30, 2025 and December 31, 2024 was EUR 12 k and EUR 0.00 respectively.

Additionally, the Company participates in government sponsored collaborations whereby they are awarded participation grants.

There is no certainty as to the timing or amounts of grants that will ultimately be received.

Accordingly, the company records these grants as other income upon receipt.

Fair Value of Assets and Liabilities

10 unchanged sentences

The Company utilizes a binomial lattice option pricing model to estimate the fair value of options, warrants and other Level 3 financial assets and liabilities.

The Company believes that the binomial lattice model results in the best estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fairly value these instruments and, unlike less sophisticated models like the Black-Scholes model, it also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments.

Stock-Based Compensation

10 unchanged sentences

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

No income tax has been provisioned for the three months ended March 31, 2025 and 2024, since the Company has sustained losses historically and has substantial net operating loss carryforwards for both periods.

No income tax has been provisioned for the six months ended June 30, 2025 and 2024, since the Company has sustained losses historically and has substantial net operating loss carryforwards for both periods.

Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.

5 unchanged sentences

For periods the Company reports a net loss, all outstanding stock options and other dilutive securities are excluded from the calculation of diluted net loss per common share because inclusion of these securities would be anti-dilutive.

For the three months ending March 31, 2025, and 2024, basic net income/(loss) per share was EUR 6.09 and EUR 55.80 respectively.

For the three and six months ending June 30, 2025, and 2024, basic net income/(loss) per share was EUR( 0.56 ), EUR 5.53 and EUR ( 1.00 ), 54.82 respectively.

Weighted average common shares used were 1,449,921 and 1,449,919 .

For the three months ending March 31, 2025, and 2024 fully diluted income/(loss) per share was EUR 0.86 and EUR 5.49 respectively.

For the six months ending June 30, 2025 and 2024 fully diluted income/(loss) per share was EUR 0.74 and EUR 4.62 respectively.

Weighted average common shares including all outstanding stock options and other dilutive securities were 10,874,054 and 17,194,420 respectively.

19 unchanged sentences

Recently Adopted Pronouncements

In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”).

ASU 2024-02 removes references to various Concepts Statements.

In most instances, the references are extraneous and not required to understand or apply the guidance.

ASU 2024-02 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

ASU 2024-02 can be applied prospectively or retrospectively.

The adoption did not have a material effect on the Company’s consolidated financial statements.

No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our consolidated Financial Statements.

1 unchanged sentence

The Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods.

In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (May 31, 2026).

Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s obligations due before May 31, 2026.

The Company is subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from its Sono Motors GmbH division and a dependence on outside sources of capital.

The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure.

As of March 31, 2025, the Company had cash balances of EUR 0.8 million, a working capital deficit of EUR 14.1 million and an accumulated deficit of EUR 312.6 million.

For the three months ended March 31, 2025, the Company had net income of EUR 8.8 million.

As of June 30, 2025, the Company had cash balances of EUR 0.3 million, a working capital deficit of EUR 14.9 million and an accumulated deficit of EUR 313.4 million.

For the six months ended June 30, 2025, the Company had net income of EUR 8.0 million.

The Company recorded an operating loss of EUR 3.6 million and expects to continue to incur small operating losses and have net cash outflows for at least the next 12 months, offset by cash flows from financing and other business activities.

Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, if additional funding commitments from YA II PN, Ltd (“Yorkville”) are achieved based upon the notification from Nasdaq of our uplisting to the Nasdaq Capital Market, which cannot be guaranteed, the Company will have sufficient funds to meet its obligations within one year from the date of the consolidated financial statements.

There are no assurances that future advances from our financing partners will occur, however we have received six advances to date including EUR .3 Million on August 18, 2025, nor are we certain that our efforts to uplist to a national exchange will be successful even if we are meeting their specific criteria for uplisting.

Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, if additional funding commitments from YA II PN, Ltd (“Yorkville”) are achieved based upon the notification from a national exchange of our uplisting to that national exchange, and if the Company’s commitment for a $ 5 M capital raise upon completion of a current S1 filing and/or other fundraising efforts are successful, all of which cannot be guaranteed, the Company will have sufficient funds to meet its obligations within one year from the date of the consolidated financial statements.

Based upon this uncertainty, Management has concluded that there is substantial doubt that the company will continue as a going concern.

40 unchanged sentences

Property, Plant, and Equipment

Property, plant and equipment as of March 31, 2025 and December 31, 2024 were as follows:

March 31, 2025

Property, plant and equipment as of June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025

December 31, 2024

1 unchanged sentence

Accumulated depreciation

Depreciation expense for the three months ended March 31, 2025 and 2024 was KEUR 8 and KEUR 18 , respectively.

Depreciation expense for the six months ended June 30, 2025 and 2024 was KEUR 16 and KEUR 18 , respectively.

The Company leases its office and warehouse space.

1 unchanged sentence

The Company accounts for its leases according to ASC 842 Leases.

Lease expense was KEUR 42 and KEUR 42 for the three months ended March 31, 2025 and 2024, respectively.

Maturities of operating lease liabilities were as follows as of March 31, 2025:

Lease expense was KEUR 42 and KEUR 42 for the three and six months ended June 30, 2025 and 2024, respectively.

Maturities of operating lease liabilities were as follows as of June 30, 2025:

2025 (remaining)

4 unchanged sentences

Balance Sheet Classification

Liability as of

Liability as of June 30, 2025

Liability as of December 31, 2024

The lease was calculated over a 122 month period at a discount rate of 18 %.

In addition, for the three months ended March 31, 2025, the Company recorded KEUR 5.2 of an operating lease running on a month-to-month basis.

In addition, for the three and six months ended June 30, 2025 and 2024, the Company recorded KEUR 11 , KEUR 3 and KEUR 17 , KEUR 51 of an operating lease running on a month-to-month basis.

Accounts Payable and Accrued Expenses

Amounts related to accounts payable and accrued expenses as of March 31, 2025 and December 31, 2024 were as follows:

March 31, 2025

Amounts related to accounts payable and accrued expenses as of June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025

December 31, 2024

Trade accounts payable

Payroll Liabilities

Other accrued liabilities

Total accounts payable and accrued liabilities

Convertible Notes Payable at Fair Value

As of March 31, 2025 and December 31, 2024, the estimated fair value of our convertible debt is as follows:

March 31, 2025

As of June 30, 2025 and December 31, 2024, the estimated fair value of our convertible debt is as follows:

June 30, 2025

December 31, 2024

4 unchanged sentences

Under the terms of the Securities Purchase Agreement, Yorkville committed to provide limited financing to the Company in the amount of $ 5 million, subject to certain conditions and limitations.

Following a number of amendments to the Securities Purchase Agreement the Company issued to Yorkville two additional debentures (“2025 Debentures”) in the amounts of $ 1 million and $ 1 million on February 12, 2025 and March 25, 2025, respectively.

The following table reflects the outstanding debt and accrued interest for each tranche as of March 31, 2025 and December 31, 2024:

March 31, 2025

Following a number of amendments to the Securities Purchase Agreement the Company issued to Yorkville four additional debentures (“2025 Debentures”) in the amounts of $ 1 million, $ 1 million, 0.50 million and 0.75 million on February 12, 2025, March 25, 2025, April 24, 2025 and May 27, 2025 respectively.

The following table reflects the outstanding debt and accrued interest for each tranche as of June 30, 2025 and December 31, 2024:

June 30, 2025

Maturity Date

17 unchanged sentences

March 24, 2026

Tranch-6c @ 12 % ( 18 % - default rate)

April 24, 2025

April 23, 2026

Tranch-6d @ 12 % ( 18 % - default rate

December 31, 2024

24 unchanged sentences

The 2024 Debentures contain default provisions that accelerate the payment of principal and interest calculated at the default rate of 18 %.

The February 2025 Debenture has a maturity date of February 2026, and the March 2025 Debenture has a maturity date of March 2026.

The February 2025 Debenture has a maturity date of February 2026, the March 2025 Debenture has a maturity date of March 2026, the April 2025 Debenture has a maturity date of April 2026, and the May 2025 Debenture has a maturity date of May 2026.

The Company has evaluated the terms and conditions of the convertible notes under the guidance of ASC 815.

3 unchanged sentences

The carrying value of the convertible notes, which under ASC 815-15-25-4 is Fair Value, is on the balance sheet, with changes in the carrying value being recorded in earnings.

The components of the convertible promissory notes as of March 31, 2025 and December 31, 2024 are as follows:

March 31, 2025

The components of the convertible promissory notes as of June 30, 2025 and December 31, 2024 are as follows:

June 30, 2025

December 31, 2024

6 unchanged sentences

Each share has a preestablished value of $ 30 K for a total value of $ 36 M.

The exchange agreement is contingent upon the Company successfully uplisting its ordinary shares to the Nasdaq Capital Market.

The exchange agreement is contingent upon the Company successfully uplisting its ordinary shares to a national exchange.

As part of the commitment, the holder has agreed to a conversion price of $ 4.00 for six months.

These terms have been embodied into the calculation of fair value at March 31, 2025.

These terms have been embodied into the calculation of fair value at June 30, 2025.

The table below reflects the assumptions used as inputs to the binomial lattice option pricing model.

March 31, 2025

June 30, 2025

December 31, 2024

6 unchanged sentences

Shareholders ’ Equity

As of March 31, 2025, the Company had authorized share capital of 4,300,000 ordinary shares with a nominal value of € 0.02 per share and 53,400 high voting shares with a nominal value of € 0.50 per share with 1,409,921 ordinary shares and 40,000 high voting shares were issued and outstanding.

As of June 30, 2025, the Company had authorized share capital of 4,300,000 ordinary shares with a nominal value of € 0.02 per share and 53,400 high voting shares with a nominal value of € 0.50 per share with 1,409,921 ordinary shares and 40,000 high voting shares were issued and outstanding.

On December 23, 2024, the Company amended its articles of association to implement a reverse share split (the “Reverse Share Split”) of both its ordinary shares and high voting shares at a ratio of 1-for- 75 .

5 unchanged sentences

In connection with the reverse share split, the Company also decreased the nominal value per share from € 0.06 to € 0.02 for Ordinary Shares and from € 1.50 to € 0.5 for High Voting Shares.

As a result of these actions, the presentation of the Company’s ordinary shares and high voting shares in the consolidated financial statements as of March 31, 2025 and December 31, 2024 has been adjusted to reflect the post-split basis for comparative purposes.

As a result of these actions, the presentation of the Company’s ordinary shares and high voting shares in the consolidated financial statements as of June 30, 2025 and December 31, 2024 has been adjusted to reflect the post-split basis for comparative purposes.

Stock Options

5 unchanged sentences

The awards of a total of 63,868 RSUs were granted on November 21, 2021 and vest in four equal, annual installments on each anniversary of the grant date, with the fourth installment vesting on the earlier of (a) the fourth anniversary of the grant date or (b) the Company's annual general meeting of shareholders to be held in 2025.

As of December 31, 2022 there were 15,967 RSUs fully vested.

As of December 31, 2023 there were 19,724 RSUs fully vested.

Due to termination of the former supervisory board members no further RSUs were vested in the year 2024 or in the three months ended March 31, 2025.

Hence, there were 19,724 RSUs fully vested as of March 31, 2025 and December 31, 2024.

Due to termination of the former supervisory board members no further RSUs were vested in the year 2024 or in the six months ended June 30, 2025.

Hence, there were 19,724 RSUs fully vested as of June 30, 2025 and December 31, 2024.

For purposes of the table below, all outstanding stock options and exercise prices have been retrospectively adjusted to reflect the Reverse Share Split implemented on December 23, 2024.

The following table summarizes stock option activity as of and for the three ended March 31, 2025:

The following table summarizes stock option activity as of and for the six months ended June 30, 2025:

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights

6 unchanged sentences

Forfeited during the period

Outstanding at March 31, 2025

Exercisable at March 31, 2025

Outstanding at June 30, 2025

Exercisable at June 30, 2025

General and Administrative Expenses

The table below provides details on general and administrative expenses:

March 31, 2025

March 31, 2024

Three months ended June 30,

Six months ended June 30,

Professional fees

5 unchanged sentences

Research and Development Expenses

March 31, 2025

March 31, 2024

The table below provides details on research and development expenses:

Three months ended June 30,

Six months ended June 30,

Development costs

4 unchanged sentences

Selling and Distribution Expenses

March 31, 2025

March 31, 2024

The table below provides details on selling and distribution expenses:

Three months ended June 30,

Six months ended June 30,

Personnel expenses

21 unchanged sentences

Given the loss history of the Company, deferred tax assets are not recognized on the balance sheet.

The amount of deferred tax assets/liabilities as of March 31, 2025 and December 31, 2024 are zero .

The amount of deferred tax assets/liabilities as of June 30, 2025 and December 31, 2024 are zero .

There are no deferred taxes regarding Outside Basis Differences as those are permanent differences.

5 unchanged sentences

This determination requires significant judgments to be made.

The following table summarizes the conclusions reached regarding fair value measurements as of March 31, 2025 and December 31, 2024:

As of March 31, 2025

The following table summarizes the conclusions reached regarding fair value measurements as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

Convertible notes payable at fair value

12 unchanged sentences

Balance March 31, 2025

Proceeds from new Borrowings

Fair value measurement (gain)/loss

Foreign exchange

Balance June 30, 2025

Subsequent Events

On April 24, 2025, the Company and YA II PN, Ltd.

(“Yorkville”) entered into a fourth Omnibus Amendment to Transaction Documents (the “Fourth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $ 500,000 in the form of a secured convertible debenture in the aggregate principal amount of $ 500,000 (the “Third Debenture”).

As a result of the issuance of the Advance Debentures (as defined herein), and pursuant to the Fourth Omnibus Amendment, the debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement, will have an aggregate principal amount of $ 2,500,000 .

Under the terms of the Fourth Omnibus Amendment, Debenture 6 (as defined in the Exchange Agreement), will collectively consist of the debenture to be issued pursuant to the Securities Purchase Agreement and the Advance Debentures for purposes of the transactions contemplated by the Exchange Agreement.

The Third Debenture (as defined herein) will mature on April 24, 2026, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the Third 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 Third Debenture) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the Third Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $ 18.75 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 Third Debenture) then in effect or the nominal value of one Ordinary Share.

Net proceeds to the Company from the Third Debenture were $ 500,000 .

On July 6, 2025, the Company and YA II PN, Ltd.

(“Yorkville”) entered into a sixth Omnibus Amendment to Transaction Documents, effective as of June 30, 2025 (the “Sixth 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 Sixth Omnibus Amendment, the parties agreed to extend the maturity date from July 1, 2025 to August 1, 2025 for the four convertible debentures previously issued by the Company, including the (1) Convertible Debenture issued on December 7, 2022 in the original principal amount of $ 11.1 million (“Debenture SEV-1”), (2) Convertible Debenture issued on December 8, 2022 in the original principal amount of $ 10.0 million (“Debenture SEV-2”), (3) Convertible Debenture issued on December 20, 2022 in the original principal amount of $ 10.0 million (“Debenture SEV-3”), and (4) Convertible Debenture issued on February 5, 2024 in the original principal amount of $ 4,317,600 (“Debenture SEV-4,” and collectively with Debenture SEV-1, Debenture SEV-2, and Debenture SEV-3, the “Maturing Debentures”).

Pursuant to the Sixth Omnibus Amendment, the parties also agreed to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to August 1, 2025.

On August 6, 2025, the Company and Yorkville entered into a seventh Omnibus Amendment to Transaction Documents (the “Seventh Omnibus Amendment”) and an eighth Omnibus Amendment to Transaction Documents (the “Eighth 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 Seventh Omnibus Amendment, the parties agreed to extend the maturity date from August 1, 2025 to September 1, 2025 for the four convertible debentures previously issued by the Company, including the (1) Convertible Debenture issued on December 7, 2022 in the original principal amount of $ 11.1 million (“Debenture SEV-1”), (2) Convertible Debenture issued on December 8, 2022 in the original principal amount of $ 10.0 million (“Debenture SEV-2”), (3) Convertible Debenture issued on December 20, 2022 in the original principal amount of $ 10.0 million (“Debenture SEV-3”), and (4) Convertible Debenture issued on February 5, 2024 in the original principal amount of $ 4,317,600 (“Debenture SEV-4,” and collectively with Debenture SEV-1, Debenture SEV-2, and Debenture SEV-3, the “Maturing Debentures”).

Pursuant to the Seventh Omnibus Amendment, the parties also agreed to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to September 1, 2025.

Pursuant to the Eighth Omnibus Amendment, the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $ 190,000 in the form of a secured convertible debenture in the aggregate principal amount of $ 190,000 (the “Fifth Debenture”).

As previously disclosed, a prior advance of $ 1,000,000 was funded on February 12, 2025 in connection with the First Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $ 1,000,000 (the “First Debenture”), a second advance was funded on March 25, 2025 in connection with the Third Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $ 1,000,000 (the “Second Debenture”), a third advance was funded on April 24, 2025 in connection with the Fourth Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $ 500,000 (the “Third Debenture”) and a fourth advance was funded on May 26, 2025 in connection with the Fifth Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $ 750,000 (the “Fourth Debenture” and together with the First Debenture, the Second Debenture, the Third Debenture and the Fifth Debenture, the “Advance Debentures”).

As a result of the issuance of the Advance Debentures, and pursuant to the Eighth Omnibus Amendment, the Debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement, will have an aggregate principal amount of $ 1,560,000 .

Under the terms of the Eighth Omnibus Amendment, Debenture 6 (as defined in the Exchange Agreement), will collectively consist of the Debenture and the Advance Debentures for purposes of the transactions contemplated by the Exchange Agreement.

The Fifth Debenture will mature on August 6, 2026, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the Fourth 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 Fifth Debenture) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the Fifth Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $18.75 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 Fifth Debenture) then in effect or the nominal value of one Ordinary Share.

Net proceeds to the Company from the Fifth Debenture were $ 190,000 .

On August 15, 2025, the Company and Yorkville entered into a ninth Omnibus Amendment to Transaction Documents (the “Ninth 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 Ninth Omnibus Amendment, the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of EUR 300,000 ($ 350,540 at conversion rate of 1.1685 ) in the form of a secured convertible debenture in the aggregate principal amount of $ 350,540 (the “Sixth Debenture”).

As a result of the issuance of the Sixth Debenture and the Advance Debentures, and pursuant to the Ninth Omnibus Amendment, the Debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement, will have an aggregate principal amount of $1,209,460.

Under the terms of the Ninth Omnibus Amendment, Debenture 6 (as defined in the Exchange Agreement), will collectively consist of the Debenture, the Sixth Debenture and the Advance Debentures for purposes of the transactions contemplated by the Exchange Agreement.

The Sixth Debenture will mature on August 15, 2026, which maturity date may be extended at the option of Yorkville.

Yorkville will have the right to convert the Fifth Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $ 18.75 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 Fifth Debenture) then in effect or the nominal value of one Ordinary Share.

Net proceeds to the Company from the Fifth Debenture were $ 350,540 .

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (this “ Quarterly Report ” ) and our audited consolidated financial statements and related notes thereto for the year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the U.S.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q for the six months ended June 30, 2025 (this “ Quarterly Report ” ) and our audited consolidated financial statements and related notes thereto for the year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the U.S.

Securities and Exchange Commission (the “ SEC ” ) on April 17, 2025 (our “ 2024 Form 10-K ” ).

57 unchanged sentences

Excluding these effects, our core operations remain in an investment and scaling phase, and we expect to continue incurring operating losses going forward as we expand our product offerings, scale production and establish strategic partnerships.

As of March 31, 2025, we had cash and cash equivalents of €0.8 million, and we anticipate that our current funding arrangements, including the Yorkville Commitment and the Debt Conversion, if we are able to successfully satisfy the conditions precedent thereto, will be sufficient to support our business operations through the first quarter of 2026.

As of June 30, 2025, we had cash and cash equivalents of €0.3 million, and we anticipate that our current funding arrangements, including the Yorkville Commitment and the Debt Conversion, if we are able to successfully satisfy the conditions precedent thereto, as well as anticipated fund raising efforts in Q3 and Q4 of 2025, if successful, will be sufficient to support our business operations through the second quarter of 2026.

However, we will have to either secure a sufficient number of future customer contracts or secure additional financing to execute our long-term growth strategy, and our ability to secure such funding will depend on, among other things, market conditions, operational milestones and investor confidence.

2 unchanged sentences

Recent Developments

On April 24, 2025, the Company and YA II PN, Ltd.

(“Yorkville”) entered into a fourth Omnibus Amendment to Transaction Documents (the “Fourth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $500,000 in the form of a secured convertible debenture in the aggregate principal amount of $500,000 (the “Third Debenture”).

The Third Debenture (as defined herein) will mature on April 24, 2026, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the Third 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 Third Debenture) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the Third Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $18.75 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 Third Debenture) then in effect or the nominal value of one Ordinary Share.

Net proceeds to the Company from the Third Debenture were $500,000.

On July 6, 2025, the Company and YA II PN, Ltd.

Pursuant to the Sixth Omnibus Amendment, the parties agreed to extend the maturity date from July 1, 2025 to August 1, 2025 for the four convertible debentures previously issued by the Company, including the (1) Convertible Debenture issued on December 7, 2022 in the original principal amount of $11.1 million (“Debenture SEV-1”), (2) Convertible Debenture issued on December 8, 2022 in the original principal amount of $10.0 million (“Debenture SEV-2”), (3) Convertible Debenture issued on December 20, 2022 in the original principal amount of $10.0 million (“Debenture SEV-3”), and (4) Convertible Debenture issued on February 5, 2024 in the original principal amount of $4,317,600 (“Debenture SEV-4,” and collectively with Debenture SEV-1, Debenture SEV-2, and Debenture SEV-3, the “Maturing Debentures”).

Pursuant to the Sixth Omnibus Amendment, the parties also agreed to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to August 1, 2025.

Pursuant to the Seventh Omnibus Amendment, the parties agreed to extend the maturity date from August 1, 2025 to September 1, 2025 for the four convertible debentures previously issued by the Company, including the (1) Convertible Debenture issued on December 7, 2022 in the original principal amount of $11.1 million (“Debenture SEV-1”), (2) Convertible Debenture issued on December 8, 2022 in the original principal amount of $10.0 million (“Debenture SEV-2”), (3) Convertible Debenture issued on December 20, 2022 in the original principal amount of $10.0 million (“Debenture SEV-3”), and (4) Convertible Debenture issued on February 5, 2024 in the original principal amount of $4,317,600 (“Debenture SEV-4,” and collectively with Debenture SEV-1, Debenture SEV-2, and Debenture SEV-3, the “Maturing Debentures”).

Pursuant to the Seventh Omnibus Amendment, the parties also agreed to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to September 1, 2025.

Pursuant to the Eighth Omnibus Amendment, the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $190,000 in the form of a secured convertible debenture in the aggregate principal amount of $190,000 (the “Fifth Debenture”).

As previously disclosed, a prior advance of $1,000,000 was funded on February 12, 2025 in connection with the First Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $1,000,000 (the “First Debenture”), a second advance was funded on March 25, 2025 in connection with the Third Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $1,000,000 (the “Second Debenture”), a third advance was funded on April 24, 2025 in connection with the Fourth Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $500,000 (the “Third Debenture”) and a fourth advance was funded on May 26, 2025 in connection with the Fifth Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $750,000 (the “Fourth Debenture” and together with the First Debenture, the Second Debenture, the Third Debenture and the Fifth Debenture, the “Advance Debentures”).

Under the terms of the EIghth Omnibus Amendment, Debenture 6 (as defined in the Exchange Agreement), will collectively consist of the Debenture and the Advance Debentures for purposes of the transactions contemplated by the Exchange Agreement.

The Fifth Debenture will mature on August 6, 2026, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the Fourth 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 Fifth Debenture) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the Fifth Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $18.75 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 Fifth Debenture) then in effect or the nominal value of one Ordinary Share.

Net proceeds to the Company from the Fifth Debenture were $190,000.

Pursuant to the Ninth Omnibus Amendment, the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of EUR300,000 ($350,540 at conversion rate of 1.1685) in the form of a secured convertible debenture in the aggregate principal amount of $350,540 (the “Sixth Debenture”).

The Sixth Debenture will mature on August 15, 2026, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the Fourth 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 Fifth Debenture) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the Fifth Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $18.75 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 Fifth Debenture) then in effect or the nominal value of one Ordinary Share.

Net proceeds to the Company from the Fifth Debenture were $350,540.

Components of Our Results of Operations

39 unchanged sentences

Results of Operations

The following table summarizes our consolidated results of operations for the periods indicated:

Comparison of the three months ended June 30, 2025 and 2024

Three months ended

5 unchanged sentences

Research and development

Loss on reconsolidation

Other operating income/(loss)

Operating (loss) / income

Other income / (expense)

Income from changes in fair value of convertible debt carried at fair value

Gain / (Loss) on foreign currency translation

Loss before tax

Taxes on income and earnings

Deferred taxes on expense

Loss for the period

Other comprehensive income (loss) that will not be reclassified to profit or loss

Total comprehensive income for the period

For the three months ended June 30, 2025, we recorded revenue of €25 thousand, while for the three months ended June 30, 2024, we recorded no revenue.

Our revenue is generated from the sale of our integrated solar solutions as well as individual components, including solar charge controllers, solar panels, and other assembly materials.

Cost of Sales

For the three months ended June 30, 2025, we recorded cost of sales of €19 thousand.

For the three months ended June 30, 2024, we recorded no cost of sales.

Research and Development Expenses

For the three months ended June 30, 2025, cost of development expenses increased to approximately €525 thousand from €336 thousand for the three months ended June 30, 2024.

The increase primarily reflects improvements and refinements to our solar technology.

Selling, General, and Administrative Expenses (SG&A)

For the three months ended June 30, 2025, SG&A expenses totaled approximately €1,381 thousand, compared to €1,933 thousand for the three months ended June 30, 2024.

The decrease reflects a reduction in professional fees from €876 thousand for the three months ended June 30, 2024 down to €537 thousand for the three months ended June 30, 2025.

Income/(expense) from changes in fair value of convertible notes payable carried at fair value

For the three months ended June 30, 2025, we recognized a gain of approximately €813 thousand from the fair value measurement of financial liabilities.

This gain primarily relates to the revaluation of convertible debentures issued in connection with our financing arrangements, which are accounted for at fair value through profit or loss under U.S.

For the three months ended June 30, 2024, we recorded a gain of approximately €847 thousand from the revaluation of convertible debentures under the same fair value accounting treatment.

Gain (Loss) on Foreign Currency Translation

For the three months ended June 30, 2025, we recorded a foreign currency translation gain of approximately €147 thousand, primarily resulting from exchange rate movements impacting Euro-denominated balances.

We recognized a net loss from foreign currency translation of approximately €859 thousand for the three months ended June 30, 2024.

For the three months ended June 30, 2025, we reported a net loss of € 812 thousand, while for the three months ended June 30, 2024, we reported a net loss of €1,443 thousand.

This change was primarily driven by the decrease in general and administrative expenses recorded for the three months ended June 30, 2025, as well as by the €147 gain on foreign currency translation recognized for the three months ended June 30, 2025 compared to €859 thousand loss recorded for the three months ended June 30, 2024.

Comparison of the six months ended June 30, 2025 and 2024

The following table summarizes our consolidated results of operations for the periods indicated:

Six months ended

(in € thousands)

Cost of sales

Operating expenses

Selling and distribution expenses

General and administrative expenses

Research and development

Gain on reconsolidation

Other operating income

Other operating income/(loss)

Operating (loss) / income

8 unchanged sentences

Total comprehensive income for the period

For the three months ended March 31, 2025, we recorded revenue of €26 thousand, while for the three months ended March 31, 2024, we recorded no revenue.

For the six months ended June 30, 2025, we recorded revenue of €51 thousand, while for the six months ended June 30, 2024, we recorded no revenue.

Our revenue is generated from the sale of our integrated solar solutions as well as individual components, including solar charge controllers, solar panels, and other assembly materials.

Cost of Sales

For the three months ended March 31, 2025, we recorded cost of sales of €20 thousand.

For the three months ended March 31, 2024, we recorded no cost of sales.

For the six months ended June 30, 2025, we recorded cost of sales of €39 thousand.

For the six months ended June 30, 2024, we recorded no cost of sales.

Research and Development Expenses

For the three months ended March 31, 2025, cost of development expenses increased to approximately €440 thousand from €221 thousand for the three months ended March 31, 2024.

For the six months ended June 30, 2025, cost of development expenses increased to approximately €968 thousand from €557 thousand for the six months ended June 30, 2024.

The increase primarily reflects improvements and refinements to our solar technology.

Selling, General, and Administrative Expenses (SG&A)

For the three months ended March 31, 2025, SG&A expenses totaled approximately €1,375 thousand, compared to €1,187 thousand for the three months ended March 31, 2024.

The increase reflects higher selling and distribution expenses as the Company intensifies its revenue generating activities.

The largest components of SG&A expenses in the first quarter of 2025 were payroll and social contributions, and legal, audit and other advisory services.

In comparison, SG&A expenses in the first quarter of 2024 included expenses related to the restructuring process.

For the six months ended June 30, 2025, SG&A expenses totaled approximately €2,755 thousand, compared to €3,117 thousand for the six months ended June 30, 2024.

The decrease reflects a reduction in professional fees from €1,743 thousand for the six months ended June 30, 2024 down to €1,030 thousand for the six months ended June 30, 2025.

The largest components of SG&A expenses in the first half of 2025 were payroll and social contributions, and legal, audit and other advisory services.

In comparison, SG&A expenses in the first half of 2024 included expenses related to the restructuring process.

Gain (Loss) on deconsolidation/reconsolidation

For the three months ended March 31, 2024, we recognized a gain of approximately €62,734 thousand in connection with the reconsolidation of the Subsidiary following its exit from its Self-Administration Proceedings.

For the six months ended June 30, 2024, we recognized a gain of approximately €63,491 thousand in connection with the reconsolidation of the Subsidiary following its exit from its Self-Administration Proceedings.

This gain primarily reflects the extinguishment of certain liabilities and the re-recognition of net assets upon regaining control of the Subsidiary.

For the three months ended March 31, 2025, we recorded no gain or loss in connection to reconsolidation of the Subsidiary.

For the six months ended June 30, 2025, we recorded no gain or loss in connection to reconsolidation of the Subsidiary.

Income/(expense) from changes in fair value of convertible notes payable carried at fair value

For the three months ended March 31, 2025, we recognized a gain of approximately €10,331 thousand from the fair value measurement of financial liabilities.

For the six months ended June 30, 2025, we recognized a gain of approximately €11,144 thousand from the fair value measurement of financial liabilities.

This gain primarily relates to the revaluation of convertible debentures issued in connection with our financing arrangements, which are accounted for at fair value through profit or loss under U.S.

For the three months ended March 31, 2024, we recorded a gain of approximately €21,062 thousand from the revaluation of convertible debentures under the same fair value accounting treatment.

For the six months ended June 30, 2024, we recorded a gain of approximately €21,909 thousand from the revaluation of convertible debentures under the same fair value accounting treatment.

Gain (Loss) on Foreign Currency Translation

For the three months ended March 31, 2025, we recorded a foreign currency translation gain of approximately €312 thousand, primarily resulting from exchange rate movements impacting Euro-denominated balances.

We recognized a net loss from foreign currency translation of approximately €1,498 thousand for the three months ended March 31, 2024.

For the three months ended March 31, 2025, we reported net income of €8,837 thousand, while for the three months ended March 31, 2024, we reported a net income of €80,877 thousand.

For the six months ended June 30, 2025, we recorded a foreign currency translation gain of approximately €460 thousand, primarily resulting from exchange rate movements impacting Euro-denominated balances.

We recognized a net loss from foreign currency translation of approximately €2,357 thousand for the six months ended June 30, 2024.

For the six months ended June 30, 2025, we reported net income of €8,025 thousand, while for the six months ended June 30, 2024, we reported a net income of €79,439 thousand.

This change in net income was primarily driven by the €63,491 thousand reconsolidation gain recognized upon regaining control of our Subsidiary after the completion of its Self-Administration Proceedings in the first quarter of 2024.

2 unchanged sentences

Liquidity and Capital Resources

As of March 31, 2025, our cash was €801 thousand, compared to €1,354 thousand as of December 31, 2024.

As of June 30, 2025, our cash was €339 thousand, compared to €1,354 thousand as of December 31, 2024.

Cash consists of cash in bank accounts.

21 unchanged sentences

On March 25, 2025, the Company and Yorkville entered into a third Omnibus Amendment to Transaction Documents, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1 million of the Yorkville Commitment in the form of a $1,000,000 secured convertible debenture (the “Second Advance Debenture”).

On April 24, 2025, the Company and Yorkville entered into a fourth Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an 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”).

On May 27, 2025, the Company and Yorkville entered into a fifth Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $750,000 of the Yorkville Commitment in the form of a $750,000 secured convertible debenture (the “Fourth Advance Debenture”).

On August 6, 2025, the Company and Yorkville entered into an eighth Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $190,000 of the Yorkville Commitment in the form of a $190,000 secured convertible debenture (the “Fifth Advance Debenture” and together with the First Advance Debenture, the Second Advance Debenture, the Third Advance Debenture and the Fourth Advance Debenture, the “Advance Debentures”).

On December 30, 2024, the Company and Yorkville also entered into the Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to issue, subject to the satisfaction of certain closing conditions, 1,242 preferred shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Convertible Debentures, the convertible debentures issued to Yorkville on February 5, 2024 and August 30, 2024, the New Commitment Debenture (if issued) and the Advance Debentures (the “Debt Conversion”).

6 unchanged sentences

Future Capital Needs and Outlook

While our current funding structure, which is based on the receipt of the unfunded portion of the Yorkville Commitment and implementation of the Debt Conversion, if we are able to successfully satisfy the conditions precedent thereto, is expected to provide sufficient capital through the end of the first quarter of 2026, we will have to either secure a sufficient number of future customer contracts or secure additional external financing to support our scaling and commercialization efforts.

While our current funding structure, which is based on the receipt of the unfunded portion of the Yorkville Commitment and implementation of the Debt Conversion, if we are able to successfully satisfy the conditions precedent thereto, as well as our anticipated fund raising efforts in Q3 and Q4 of 2025, if successful, is expected to provide sufficient capital through the end of the second quarter of 2026, we will have to either secure a sufficient number of future customer contracts or secure additional external financing to support our scaling and commercialization efforts.

We are actively evaluating a mix of financing options, including:

14 unchanged sentences

Going Concern Considerations

We have historically relied on external financing to fund our operations, and as of March 31, 2025, we had cash of €0.8 million.

Based on our current operating plan and if we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, we anticipate that our existing cash resources, together with the remaining unfunded portion of the Yorkville Commitment, will be sufficient to fund our business operations through the end of the first quarter of 2026.

We have historically relied on external financing to fund our operations, and as of June 30, 2025, we had cash of €0.3 million.

Based on our current operating plan and if we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion as well as successfully complete the planned fund raising activities, we anticipate that our existing cash resources, together with the remaining unfunded portion of the Yorkville Commitment and proceeds from the planned fund raising activities, will be sufficient to fund our business operations through the end of the second quarter of 2026.

However, our ability to continue as a going concern is dependent on the uplisting of our Ordinary Shares to the Nasdaq Capital Market, which we cannot guarantee will occur, and on our ability to either secure a sufficient number of future customer contracts or secure additional capital.

If we are unable to obtain sufficient funding, we may need to modify our operating plans, reduce costs or pursue alternative financing strategies.

Management continues to evaluate financing alternatives, and we remain confident in our ability to raise the necessary capital to execute our business plan, especially if we are able to satisfy the initial listing requirements of the Nasdaq Capital Market.

Based upon this uncertainty, our management has concluded that there is substantial doubt that the company will continue as a going concern.

The table below summarizes our cash flows (used in) from operating, investing and financing activities for the three months ended March 31, 2025 and 2024.

Three months ended March 31,

The table below summarizes our cash flows (used in) from operating, investing and financing activities for the six months ended June 30, 2025 and 2024.

Six months ended June 30,

(in € thousands )

Net cash used in operating activities

Net cash provided by / (used in) investing activities

Net cash (used in)/provided by investing activities

Net cash from financing activities

4 unchanged sentences

Net cash used in operating activities

Net cash used in operating activities decreased from €12,393 thousand in the three months ended March 31, 2024 to €2,169 thousand for the three months ended March 31, 2025.

The decrease was primarily driven by higher cash outflows in the first three months of 2024 related to the restructuring process.

Net cash used in operating activities decreased from €15,885 thousand in the six months ended June 30, 2024 to €3,451 thousand for the six months ended June 30, 2025.

The decrease was primarily driven by higher cash outflows for the six months ended June 30, 2024 related to the restructuring process.

Net cash provided by investing activities

Investing activities provided no cash flows in the three months ended March 31, 2025.

Net cash provided by investing activities in the three months ended March 31, 2024 was €1,305 thousand with the entire amount related to reconsolidation of the Subsidiary cash balance.

We used €8 thousand in investing activities in the six months ended June 30, 2025, with the entire amount related to equipment acquisition.

Net cash provided by investing activities in the six months ended June 30, 2024 was €1,307 thousand with the entire amount related to reconsolidation of the Subsidiary cash balance.

Net cash from financing activities

Net cash provided by financing activities was €1,928 thousand in the three months ended March 31, 2025, resulting from proceeds received in connection with the issuance of convertible notes.

For the three months ended March 31, 2024, net cash provided by financing activities amounted to €4,000 thousand, resulting from the proceeds received in connection with the issuance of convertible notes.

Net cash provided by financing activities was €2,904 thousand in the six months ended June 30, 2025, resulting from proceeds received in connection with the issuance of convertible notes.

For the six months ended June 30, 2024, net cash provided by financing activities amounted to €7,000 thousand, resulting from the proceeds received in connection with the issuance of convertible notes.

Critical Accounting Policies and Estimates

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements