What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-20 compared with 2025-08-19 · 231 added, 206 removed, 670 unchanged (39% of the section changed)

3 unchanged sentences

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

June 30, 2025

September 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 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)

Preferred Shares, par value € 300.00 per share, 1,401 shares authorized, 1,401 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (Note 9)

Ordinary Shares, par value € 0.01 per share, 120,000,000 shares authorized, 1,424,186 and 1,409,885 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (Note 9)

High Voting Shares, par value € 0.25 per share, 40,000 shares authorized, 40,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (Note 9)

Additional paid-in capital

4 unchanged sentences

SONO GROUP N.V.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHESIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

Cost of sales

3 unchanged sentences

Research and development

Gain Loss on deconsolidation/reconsolidation

Other Operating income

Gain on reconsolidation

Other Operating (income)/loss

Total Operating Expenses and Costs

1 unchanged sentence

Other Income (Expenses)

Income from changes in fair value of convertible note payable carried at fair value

(Loss) / income from changes in fair value of convertible note payable carried at fair value

Gain / (loss) on foreign currency transactions

Total Other Income (Expense)

Net Income (Loss)

Net income loss per share to common shareholders:

Total Other (Expense) / Income

Net (loss) / income

Net (loss) / income per share to common shareholders:

Weighted average number of common shares:

5 unchanged sentences

Ordinary Shares

Preferred Shared Outstanding

Preferred Shares

Additional Paid in Capital

6 unchanged sentences

Balance at June 30, 2024

Loss for the period

Balance at September 30, 2024

Ordinary Shares Outstanding

Ordinary Shares

Preferred Shared Outstanding

Preferred Shares

Additional Paid in Capital

7 unchanged sentences

Balance at June 30, 2025

Issuance of Ordinary Shares in connection with SPA in July 2024

Issuance of Preferred Shares in September 2025

Reclassification of par value in connection with September 2025 change in nominal share price

Loss for the period

Balance at September 30, 2025

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

(Amounts in thousands)

For the six months ended

June 30, 2025

June 30, 2024

For the nine months ended

September 30, 2025

September 30, 2024

Cash Flows from Operating Activities

3 unchanged sentences

Income from changes in fair value of convertible note payable carried at fair value

Other non-cash (income)/expenses

Changes in operating assets and liabilities:

12 unchanged sentences

Proceeds from the issuance of convertible notes

Proceeds from the issuance of common stock

Net cash provided by financing activities

Net decrease in cash

Effect of currency translation on cash

Net increase (decrease) in cash

Cash at December 31, 2024 and 2023

Cash at June 30, 2025 and 2024

Cash at September 30, 2025 and 2024

Supplemental disclosure of cash flow information:

12 unchanged sentences

On July 2, 2024, the quoting of the Company’s ordinary shares commenced on OTCQB under the ticker symbol “SEVCF”.

On September 4, 2025, the Company received approval to list its ordinary shares on the Nasdaq Capital Market, and the ordinary shares commenced trading on Nasdaq under the ticker symbol “SSM” on September 5, 2025.

The Company has its management in the United States of America since January 31, 2024.

30 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 June 30, 2025 and the results of operations for the six 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 September 30, 2025 and the results of operations for the nine 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.

11 unchanged sentences

and borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed assets.

For financial statement purposes, the Company considers all highly liquid investments with original maturities of six months or less to be cash and cash equivalents.

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 June 30, 2025 and December 31, 2024, respectively.

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

For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

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

The Company had US$ 2.2 M and $- 0 - in US bank cash balances in excess of the FDIC insured limit as of September 30, 2025 and December 31, 2024, respectively.

The Company accounts for leases pursuant to ASC 842 “Leases”.

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

34 unchanged sentences

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.

Deferred revenue at September 30, 2025 and December 31, 2024 was EUR 0.00 and EUR 0.00 respectively.

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

26 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 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.

No income tax has been provisioned for the nine months ended September 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 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 six months ending June 30, 2025 and 2024 fully diluted income/(loss) per share was EUR 0.74 and EUR 4.62 respectively.

For the three and nine months ending September 30, 2025, and 2024, basic net income/(loss) per share was EUR( 0.95 ), EUR( 6.56 ) and EUR 4.56 , EUR 48.26 , respectively.

Weighted average common shares used were 1,463,101 and 1,449,868 for three months ended September 30, 2025 and 2024, respectively, and 1,454,361 and 1,449,060 for nine months ended September 30, 2025 and 2024, respectively.

For the nine months ending September 30, 2025 and 2024 fully diluted income/(loss) per share was EUR 0.72 and EUR 3.58 respectively.

Weighted average common shares including all outstanding stock options and other dilutive securities were 9,206,350 and 19,542,240 , respectively.

22 unchanged sentences

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 (April 16, 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 August 31, 2026.

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 these consolidated condensed financial statements are issued.

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 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.

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.

As of September 30, 2025, the Company had cash balances of EUR 2.3 million, a working capital surplus of EUR 2.2 million and an accumulated deficit of EUR 314.8 million.

For the nine months ended September 30, 2025, the Company had net income of EUR 6.6 million.

For the nine months ended September 30, 2025, the Company recorded an operating loss of EUR 5.2 million, had net cash used in operating activities of EUR 5.2 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.

Following certain amendments to our agreements with YA II PN, Ltd.

(“Yorkville”) as previously disclosed by the Company, on September 5, 2025 the Company’s ordinary shares commenced trading on the Nasdaq Capital Market under the ticker symbol “SSM.” In connection with such uplisting, the aggregate principal amount available under the Yorkville debenture was increased to $ 7.2 million, including an immediate advance of approximately $ 3.41 million on September 5, 2025, and the previously funded smaller advances in 2025 under earlier omnibus amendments constituted the remaining balance;

accordingly, no additional amounts remain available to be drawn under the Yorkville debenture.

Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, in light of the Company’s current cash on hand and working capital position together with the Company’s contemplated additional fundraising efforts, cost-reduction measures and commercial development efforts, if consummated as planned and on acceptable terms which cannot be guaranteed, the Company would have sufficient liquidity to meet its obligations within one year from the date of these consolidated financial statements.

However, the availability, timing, and terms of any such additional measures, including financing efforts, cannot be assured.

Accordingly Management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern.

Deconsolidation Due to Loss of Control

39 unchanged sentences

Property, Plant, and Equipment

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

June 30, 2025

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

September 30, 2025

December 31, 2024

1 unchanged sentence

Accumulated depreciation

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

Depreciation expense for the three and nine months ended September 30, 2025 and 2024 was KEUR 16 , KEUR 31 and KEUR 5 , KEUR 27 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 and six months ended June 30, 2025 and 2024, respectively.

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

Lease expense was KEUR 42 , KEUR 42 and KEUR 126 , KEUR 98 , for the three and nine months ended September 30, 2025 and 2024, respectively.

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

2025 (remaining)

4 unchanged sentences

Balance Sheet Classification

Liability as of June 30, 2025

Liability as of September 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 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.

In addition, for the three and nine months ended September 30, 2025 and 2024, the Company recorde d KEUR 11 , KEUR 0.00 and KEUR 18 , KEUR 23 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 June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025

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

September 30, 2025

December 31, 2024

3 unchanged sentences

Convertible Notes Payable at Fair Value

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

June 30, 2025

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

September 30, 2025

December 31, 2024

Face value convertible notes

Fair value convertible notes

On December 7, 2022, the Company entered into a share purchase agreement with Yorkville to purchase up to $ 31.1 million in convertible debentures (the “2022 Debentures”).

On February 5, 2024 and August 30, 2024, Company issued additional convertible debentures in the amounts of $ 4.3 million and $ 3.3 million, respectively, (the “February 2024 Debenture” and “August 2024 Debenture” respectively, and together, the “2024 Debentures”), pursuant to a funding commitment letter entered into between the Company and Yorkville in connection with Sono Group’s restructuring in connection with the Self-Administration Proceedings.

On December 30, 2024 the Company and Yorkville entered into a securities purchase agreement (the “Securities Purchase Agreement”).

On December 30, 2024 the Company and Yorkville entered into a securities purchase agreement (the “Securities Purchase Agreement”) and an exchange agreement (the “Exchange Agreement”).

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 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

Following a number of amendments to the Securities Purchase Agreement the Company issued to Yorkville six additional debentures (“2025 Debentures”) in the amounts of $ 1 million, $ 1 million, $ 0.50 million, $ 0.75 million, $ 0.19 million and $ 0.35 million on February 12, 2025, March 25, 2025, April 24, 2025, May 27, 2025, August 6, 2025 and August 15, 2025 respectively.

In connection with the Company’s uplisting to the Nasdaq Capital Market, on September 5, 2025 Yorkville increased the total funding commitment under the terms of the Securities Purchase Agreement from $ 5 million to $ 7.2 million and following the respective amendment the Company issued the final debenture for the remaining part of the total funding commitment, which amounted to $ 3.4 million.

According to the terms of the Exchange Agreement and following the uplisting of Company’s Ordinary Shares to the Nasdaq Capital Market, the total amount of all convertible debentures issued by the Company to Yorkville and outstanding as of September 5, 2025, including accrued interest, totalling 42.1 M USD were converted into 1,401 preferred shares with €300 nominal value each (please refer to Note 9 for details on preferred shares).

The following table reflects the outstanding debt and accrued interest for each tranche as of September 5, 2025 and December 31, 2024:

September 5, 2025

Maturity Date

21 unchanged sentences

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

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

August 6, 2025

August 6, 2026

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

August 15, 2025

August 15, 2026

Tranch-7 @ 12 % ( 18 % - default rate)

September 5, 2025

September 5, 2026

December 31, 2024

16 unchanged sentences

The maturity date was extended until July 1, 2025.

The conversion price was changed to the lower of USD 0.25 and 85 % of the minimum daily volume-weighted average price on the seven trading days before conversion, provided that the conversion price will not be below the nominal value of EUR 0.06 , as translated to USD, and, if and only if the shares of Sono Group are listed and traded on Nasdaq on the relevant conversion date, the conversion price will not be lower than the Floor Price of USD 0.006 .

The conversion price was changed to the lower of $ 18.75 and 85 % of the minimum daily volume-weighted average price on the seven trading days before conversion, provided that the conversion price will not be below the nominal value of EUR 0.06 , as translated to USD, and, if and only if the shares of Sono Group are listed and traded on Nasdaq on the relevant conversion date, the conversion price will not be lower than the Floor Price of USD 0.006 .

The 2024 Debentures carry a coupon of 12 % and are convertible into common stock at the holder’s option at, the lower of (x) a price per Ordinary Share equal to $ 18.75 or (y) 85 % of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the date of conversion (the “2024 Variable Conversion Price”);

11 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 June 30, 2025 and December 31, 2024 are as follows:

June 30, 2025

The components of the convertible promissory notes as of September 5, 2025 and December 31, 2024 are as follows:

September 5, 2025

(Conversion Date)

December 31, 2024

4 unchanged sentences

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.

In January of 2025 the Company entered into an exchange agreement whereby the holder will exchange the debt for 1,200 shares of perpetual preferred stock.

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 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 June 30, 2025.

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

June 30, 2025

September 5, 2025

(Conversion Date)

December 31, 2024

5 unchanged sentences

Foreign exchange rate at year end USD/EUR

(1) Adjusted for a discount for lack of marketability of 50 %.

On September 5, 2025, pursuant to an exchange agreement dated December 30, 2024, as amended , , the debt was exchanged for 1,401 shares of perpetual preferred stock.

The Preferred Stock is convertible into common shares at 85 % of the lowest VWAP for the 10 preceding trading days.

As part of the commitment, the holder has agreed to a conversion price floor of $ 4.00 for six months and $ 1.00 thereafter.

These terms have been embodied into the calculation of fair value as of September 5, 2025.

The fair value calculated on September 5, 2025 was EUR 18.5 M indexed to 7,718,300 common shares.

The debt was extinguished through the issuance of perpetual preferred stock in the amount of EUR 18.5 M and reclassified into equity.

Shareholders ’ Equity

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.

As of September 30, 2025, the Company had authorized share capital of 120,000,000 ordinary shares with a nominal value of € 0.01 per share, 40,000 high voting shares with a nominal value of € 0.25 per share and 1,401 preferred shares with a nominal value of € 300 per share with 1,424,186 ordinary shares, 40,000 high voting shares and 1,401 preferred shares issued and outstanding.

Each ordinary share confers the right on the holder to cast one vote at the general meeting, each high voting share confers the right on the holder to cast twenty-five votes at the general meeting and each preferred share confers the right on the holder to cast thirty thousand votes at the general meeting, subject to a contractually agreed between the Company and Yorkville voting blocker equal to 4.99% of the combined voting power in the share capital of Sono Group N.V.

The preferred shares are convertible at a price per share equal to 85% of the lowest daily volume weighted average price of the Ordinary Shares during the 10 Trading Days immediately preceding the date of the conversion notice, subject to a floor price (the “Floor Price”).

Upon the conversion of each Preferred Share, the Investor shall surrender the Preferred Share being converted, plus the Investor will automatically sell and transfer to the Company for no consideration (the “Repurchase”) additional Preferred Shares such that the total number of Preferred Shares surrendered and subject to the Repurchase shall be equal to (a) the total number of Ordinary Shares issuable upon such conversion, multiplied by (b) the Effective Conversion Price, divided by (c) 30,000.

The Parties acknowledge that pursuant to Section 2:98 paragraph 2, of the Dutch Civil Code, the Company cannot hold more than half of its issued nominal share capital.

If, as a result of the Repurchase the Company will exceed the aforementioned threshold, the Parties hereby agree that such repurchase for no consideration is postponed until the Company has taken appropriate measures.

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 June 30, 2025 and December 31, 2024 has been adjusted to reflect the post-split basis for comparative purposes.

On December 30, 2024, the Company entered into an Exchange Agreement with YA II PN, Ltd.

(“Yorkville”) (as subsequently amended), pursuant to which Yorkville agreed to exchange all outstanding debentures it held for preferred shares of the Company, subject to closing conditions, including among others the Company’s receipt of notice that its ordinary shares met all requirements for listing on the Nasdaq Capital Market.

On August 13, 2025, shareholders approved amendments to the Company’s Articles of Association that, among other things, create the preferred share class and adjust the Company’s authorized share capital, with such amendments to become effective on the Closing Date of the Exchange Agreement.

Following receipt of Nasdaq approval on September 4, 2025 and commencement of trading on September 5, 2025 under ticker “SSM”, the conditions to closing were satisfied and the Exchange Agreement closed, resulting in the exchange of Yorkville’s outstanding debentures into preferred shares in accordance with its terms.

These corporate actions followed the previously disclosed reverse share split and nominal value adjustments (ordinary shares to € 0.02 ;

high-voting shares to € 0.50 ) and, upon the Closing Date of the Exchange Agreement, the effectiveness of the shareholder-approved amendments to the Articles of Association further decreased the nominal value per share to € 0.01 for ordinary shares and € 0.25 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 September 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.

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.

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

Hence, there were 19,724 RSUs fully vested as of September 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 six months ended June 30, 2025:

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

Exercisable at June 30, 2025

Outstanding at September 30, 2025

Exercisable at September 30, 2025

General and Administrative Expenses

The table below provides details on general and administrative expenses:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Professional fees

6 unchanged sentences

The table below provides details on research and development expenses:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Development costs

5 unchanged sentences

The table below provides details on selling and distribution expenses:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 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 June 30, 2025 and December 31, 2024 are zero .

The amount of deferred tax assets/liabilities as of September 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 June 30, 2025 and December 31, 2024:

As of June 30, 2025

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

As of September 30, 2025

Convertible notes payable at fair value

4 unchanged sentences

Convertible notes payable is a Level 3 financial instrument that is measured at fair value on a recurring basis.

Gains/(Losses) from the change in fair value of convertible notes payable were KEUR 10,331 and KEUR 21,062 , respectively.

Gains/(Losses) from the change in fair value of convertible notes payable for the nine months ended September 30, 2025 and 2024 were KEUR 11,108 and KEUR 13,100 , respectively.

Convertible Notes

10 unchanged sentences

Balance June 30, 2025

Proceeds from new Borrowings

Fair value measurement (gain)/loss

Foreign exchange

Debt Conversion

Balance September 30, 2025

Subsequent Events

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 has determined that no material events or transactions have occurred subsequent to the unaudited condensed consolidated balance sheet date, other than those events noted below, that require disclosure in the unaudited condensed consolidated financial statements.

On October 28, 2025, the Company formed the following wholly owned subsidiary:

Sono Group S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 8 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg.

Such subsidiary was funded with € 12,000 for purposes of providing share capital, and it has no operations at this time.

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 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.

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 nine months ended September 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 ” ).

This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “ Risk Factors ” in Part I, Item 1A of our Annual Report on2024 Form 10-K, as updated from time to time in our other filings with the SEC.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “ Risk Factors ” in Part I, Item 1A of our Annual Report 2024 Form 10-K, as updated from time to time in our other filings with the SEC.

You should carefully read the section entitled “ Risk Factors ” to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

15 unchanged sentences

Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

our expectations regarding our ability to access the unfunded portion of the Yorkville Commitment (as defined herein) and implement the Debt Conversion (as defined herein), including our ability to meet the initial listing requirements for admission of our securities to trading on the Nasdaq Capital Market and to satisfy the other conditions precedent set forth in the Securities Purchase Agreement and the Exchange Agreement (each as defined herein);

the timing of the closing the transactions contemplated by the Securities Purchase Agreement and the Exchange Agreement;

the impact of the transactions contemplated by the Exchange Agreement and Securities Purchase Agreement on the Company’s operating results;

our ability to maintain relationships with lenders, suppliers, customers, employees and other third parties, to pursue new customer arrangements and projects, and to attract, retain and motivate key employees in light of the performance and credit risks associated with our constrained liquidity position and capital structure;

our ability to comply with the continuing standards of OTCQB;

our ability to comply with the continued listing requirements of the Nasdaq Capital Market;

our strategies, plan, objectives and goals, including, for example:

30 unchanged sentences

This one-time accounting impact significantly influenced our reported net income for the year ending December 31, 2024.

In the first quarter of 2025, we reported net income of €1.5 million, primarily driven by fair value adjustments related to our outstanding convertible debt.

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 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.

In the third quarter of 2025, we reported a net loss of €1.4 million, primarily driven by loss from operation.

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 September 30, 2025, we had cash and cash equivalents of €2.3 million, and we will require additional funding and/or increased sales to fund operations for at least the next twelve months.

There can be no assurance that such funding or sales will be available when needed, on acceptable terms, or at all.

We operate as a single business segment, managing our financing, research and development and product commercialization on a consolidated basis.

Our financial results reflect a transition from pre-revenue technology development to commercial-scale implementation, and we expect continued volatility as we scale operations.

During the third quarter of 2025, we continued our shift toward solar-enabled commercial mobility solutions.

Our operating subsidiary was rebranded to Sono Solar to reflect a focus on integrating lightweight photovoltaic systems into vehicle platforms and transport refrigeration.

We completed our uplisting to the Nasdaq Capital Market (ticker “SSM”), which we believe enhances our visibility with customers and investors.

In connection with the uplisting and pursuant to existing agreements with Yorkville, we closed the exchange of outstanding debentures into preferred shares and received additional funding, simplifying our capital structure and providing incremental liquidity.

Operationally, we advanced our go-to-market through collaborations, including a strengthened partnership with Mitsubishi Heavy Industries Thermal Transport Europe around integrated solar for electric refrigerated trailers.

Post-quarter, we reported increased commercial engagement at major European trade shows.

Collectively, these steps align our organization, capital structure, and partnerships around the objective of reducing energy costs and emissions for commercial fleets through solar integration.

Recent Developments

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.

On August 7, 2025, we announced that our operating subsidiary Sono Motors GmbH will operate and communicate under the brand name “Sono Solar,” reflecting our strategic focus on solar-enabled mobility solutions.

The rebranding emphasizes our role as a solar integration partner for commercial vehicle platforms and transport refrigeration.

The legal entity remains Sono Motors GmbH;

the change pertains to market-facing branding and positioning.

Subsequent communications and releases refer to the subsidiary as operating under the Sono Solar brand, consistent with this strategic focus.

On September 5, 2025, our ordinary shares commenced trading on the Nasdaq Capital Market under ticker SSM, which we believe enhances our visibility with customers and investors.

In connection with the uplisting, the Company and Yorkville entered into an additional omnibus amendment to the transaction documents that increased the aggregate funding commitment under the Exchange Agreement and Securities Purchase Agreement to $7.2 million and provided an immediate advance of approximately $3.4 million through a secured convertible debenture.

These actions satisfied remaining conditions under the Exchange Agreement and supported the exchange of all outstanding convertible debentures into preferred shares.

See Notes 8 and 9 to the Financial Statements.

On September 9, 2025, George G.

O’Leary provided notice of his voluntary resignation as Chief Executive Officer, effective that date, and will support an orderly transition through December 31, 2025.

The Supervisory Board nominated Kevin McGurn as Chief Executive Officer;

his service agreement and formal election as Managing Director are to be effected in accordance with Dutch corporate requirements.

Components of Our Results of Operations

3 unchanged sentences

While these developments position us for potential future revenue growth, we expect revenue generation to remain limited in the near term as we focus on finalizing product developments, securing large-scale partnerships with OEMs and fleet operators and ramping up commercial deployments.

Given our continued transition to an asset-light business model in 2024, revenue growth will depend on our ability to successfully scale our solar technology offerings through direct sales and strategic partnerships.

Given our continued transition to an asset-light business model, revenue growth will depend on our ability to successfully scale our solar technology offerings through direct sales and strategic partnerships.

Additionally, regulatory approvals and customer adoption rates will play a critical role in the timing and magnitude of revenue recognition in the coming years.

11 unchanged sentences

Development costs are expensed as incurred, as the recognition criteria for capitalization have not been met.

In 2024, research and development expenses declined as we shifted from early-stage development to commercialization.

In 2025, research and development expenses continued to decline as we are shifting from early-stage development to commercialization.

We intend to focus future investments on optimizing our solar charge controller technology, enhancing solar integration efficiency and supporting OEM partnerships.

6 unchanged sentences

Other operating income primarily includes government grants, reimbursements for personnel expenses and any non-recurring income.

Other operating expenses mainly consist of foreign exchange losses from currency conversions and other non-operating costs.

These items may vary from period to period depending on external factors such as exchange rate fluctuations and grant allocations.

Other operating expenses mainly consist of non-recurring costs.

These items may vary from period to period depending on external factors.

Gain from Reconsolidation of Subsidiary

5 unchanged sentences

We expect that our future financial performance will be driven by commercialization of our solar solutions, expansion of OEM partnerships and disciplined cost management.

Interest and Similar Expenses

Interest expenses primarily consist of costs associated with interest-bearing liabilities, including convertible debentures and other financing instruments used to support our operations.

Other Income (Expenses)

Other Income (Expenses) primarily consist of fluctuations in fair value of convertible debt carried at fair value as well as gains or losses on foreign currency translation.

It also includes interest income and expenses associated with interest-bearing liabilities, including convertible debentures and other financing instruments used to support our operations.

These expenses reflect the cost of capital required to fund our business activities and ongoing development efforts.

Results of Operations

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

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

Three months ended

September 30,

(in € thousands)

4 unchanged sentences

Research and development

Loss on reconsolidation

Gain on reconsolidation

Other operating income/(loss)

1 unchanged sentence

Other income / (expense)

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

Loss 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.

For the three months ended September 30, 2025, we recorded revenue of €49 thousand, while for the three months ended September 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.

For the three months ended September 30, 2025, we recorded cost of sales of €18 thousand.

For the three months ended September 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.

For the three months ended September 30, 2025, cost of development expenses decreased to approximately €435 thousand from €519 thousand for the three months ended September 30, 2024.

The decrease primarily reflects the reduction in professional fees from €166 thousand for the three months ended September 30, 2024 to €18 thousand for the three months ended September 30, 2025.

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.

For the three months ended September 30, 2025, SG&A expenses totaled approximately €1,417 thousand, compared to €959 thousand for the three months ended September 30, 2024.

The change reflects an increase in professional fees from €147 thousand for the three months ended September 30, 2024 up to €539 thousand for the three months ended September 30, 2025.

Other operating income / expenses

For the three months ended September 30, 2025 other operating income amounted to €250 thousand and included €247 thousand from government grants.

For the three months ended September 30, 2024 we recorded a net other operating loss of €4 thousand.

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

For the three months ended September 30, 2025, we recognized a loss of approximately €35 thousand from the fair value measurement of financial liabilities.

This loss 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 September 30, 2024, we recorded a loss of approximately €8,809 thousand from the revaluation of convertible debentures under the same fair value accounting treatment.

Gain on Foreign Currency Translation

For the three months ended September 30, 2025, we recorded a foreign currency translation gain of approximately €215 thousand, primarily resulting from exchange rate movements impacting Euro-denominated balances.

We recognized a net gain from foreign currency translation of approximately €783 thousand for the three months ended September 30, 2024.

For the three months ended September 30, 2025, we reported a net loss of €1,391 thousand, while for the three months ended September 30, 2024, we reported a net loss of €9,507 thousand.

This change was primarily driven by the loss from changes in fair value of convertible notes payable carried at fair value of €35 thousand for the three months ended September 30, 2025 compared to €8,809 thousand loss recorded for the three months ended September 30, 2024.

Comparison of the nine months ended September 30, 2025 and 2024

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

Six months ended

Nine months ended

September 30,

(in € thousands)

5 unchanged sentences

Gain on reconsolidation

Other operating income/(loss)

Other operating income

Operating (loss) / income

2 unchanged sentences

Gain / (Loss) on foreign currency translation

Gain before tax

Taxes on income and earnings

Deferred taxes on expense

Gain for the period

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

Total comprehensive income for the period

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.

For the nine months ended September 30, 2025, we recorded revenue of €101 thousand, while for the nine months ended September 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 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.

For the nine months ended September 30, 2025, we recorded cost of sales of €57 thousand.

For the nine months ended September 30, 2024, we recorded no cost of sales.

Research and Development Expenses

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.

For the nine months ended September 30, 2025, cost of development expenses increased to approximately €1,402 thousand from €1,076 thousand for the nine months ended September 30, 2024.

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

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

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.

For the nine months ended September 30, 2025, SG&A expenses totaled approximately €4,174 thousand, compared to €4,075 thousand for the nine months ended September 30, 2024.

The relatively stable level of SG&A expenses reflects the Company’s financial discipline and the dynamics of revenue growth.

The largest components of SG&A expenses in the nine months ended September 30, 2025 as well as in the nine months ended September 30, 2024 were payroll and social contributions, and legal, audit and other advisory services.

Other operating income / expenses

For the nine months ended September 30, 2025 other operating income amounted to €381 thousand and included €247 thousand from government grants.

For the three months ended September 30, 2024 we recorded a net other operating income of €66 thousand.

Gain (Loss) on deconsolidation/reconsolidation

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.

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

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

For the nine months ended September 30, 2025, we recognized a gain of approximately €11,108 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 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.

For the nine months ended September 30, 2024, we recorded a gain of approximately €13,100 thousand from the revaluation of convertible debentures under the same fair value accounting treatment.

Gain (Loss) on Foreign Currency Translation

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.

For the nine months ended September 30, 2025, we recorded a foreign currency translation gain of approximately €675 thousand, primarily resulting from exchange rate movements impacting Euro-denominated balances.

We recognized a net loss from foreign currency translation of approximately €1,575 thousand for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, we reported net income of €6,632 thousand, while for the nine months ended September 30, 2024, we reported a net income of €69,931 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 June 30, 2025, our cash was €339 thousand, compared to €1,354 thousand as of December 31, 2024.

As of September 30, 2025, our cash was €2,250 thousand, compared to €1,354 thousand as of December 31, 2024.

Cash consists of cash in bank accounts.

24 unchanged sentences

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 August 15, 2025, the Company and Yorkville entered into an ninth 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 $350,540 of the Yorkville Commitment in the form of a $350,540 secured convertible debenture (the “Sixth Advance Debenture”).

On September 5, 2025, the Company and Yorkville entered into a tenth Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, (1) increase the aggregate principal amount of the Debenture by an additional $2,200,000 for a total of $7,200,000, (2) provide for an immediate advance by Yorkville to the Company of $3,409,460, which comprises of the remaining $1,209,460 of the original $5,000,000 commitment and the entirety of the additional $2,200,000 commitment, in the form of a secured convertible debenture in the aggregate principal amount of $3,409,460 (the “Seventh Advance Debenture” and together with the First Advance Debenture, the Second Advance Debenture, the Third Advance Debenture, the Fourth Advance Debenture, the Fifth Advance Debenture and the Sixth 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”).

On September 5, 2025, following receipt on September 4, 2025 of Nasdaq’s notification that the Company’s ordinary shares were approved for listing on the Nasdaq Capital Market, the conditions to closing under the Exchange Agreement were satisfied and the Exchange Agreement closed;

at closing, all outstanding convertible debentures of the Company, together with accrued interest, were exchanged into 1,401 preferred shares, reflecting the issuance of additional advance debentures and interest accrued through the closing date, September 5, 2025.

Limited grant funding from government and public research institutions, supporting the development of our proprietary solar technology.

5 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, 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.

The Company has cash and cash equivalents of €2.3million and a working capital position of €2.2 million.

However we will require additional funding and/or increased sales to fund operations for at least the next twelve months.

There can be no assurance that such funding or sales will be available when needed, on acceptable terms, or at all.

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

5 unchanged sentences

our ability to successfully commercialize our proprietary solar technology in time or at all;

our ability to meet the initial listing requirements for admission of our Ordinary Shares to trading on the Nasdaq Capital Market;

our ability to comply with the continued listing requirements of the Nasdaq Capital Market;

our ability to develop installation processes and capabilities within our projected costs and timelines;

6 unchanged sentences

Going Concern Considerations

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.

We have historically relied on external financing to fund our operations, and as of September 30, 2025, we had cash of €2.3 million.

Based on our current operating plan and if we are able to successfully complete the planned fund raising activities, we anticipate that our existing cash resources will be sufficient to fund our business operations through the end of the third quarter of 2026.

However, our ability to continue as a going concern is dependent 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 or another national securities exchange.

Management continues to evaluate financing alternatives, and we remain confident in our ability to raise the necessary capital to execute our business plan, especially considering the recent listing of the Company’s ordinary shares on 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 six months ended June 30, 2025 and 2024.

Six months ended June 30,

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

Nine months ended September 30,

(in € thousands )

2 unchanged sentences

Net cash from financing activities

Net decrease in cash

Effect of currency translation on cash and cash equivalents

Net increase / (decrease) in cash

Cash and cash equivalents at the beginning of the period

1 unchanged sentence

Net cash used in operating activities

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 used in operating activities decreased from €13,491 thousand in the nine months ended September 30, 2024 to €5,182 thousand for the nine months ended September 30, 2025.

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

Net cash provided by investing activities

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 used in investing activities in the nine months ended September 30, 2024 amounted to €8 thousand.

Net cash provided by investing activities in the nine months ended September 30, 2024 was €1,299 thousand with the €1,305 amount related to reconsolidation of the Subsidiary cash balance, while €6 thousand were used for acquisition of equipment.

Net cash from financing activities

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.

Net cash provided by financing activities was €6,075 thousand in the nine months ended September 30, 2025, resulting from proceeds received in connection with the issuance of convertible notes and ordinary shares.

For the nine months ended September 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