Other Information.
−Removed: c) During the quarter ended June 30, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case defined in Item 408 of Regulation S-K).
+Added: c) During the quarter ended September 30, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case defined in Item 408 of Regulation S-K).
Incorporated by Reference
Filed/Furnished
−Removed: Articles of Association of Sono Group N.V.
−Removed: (translated into English)
−Removed: Proposed amendment of the Company’s articles of association with Part A (English translation)
−Removed: Proposed amendment of the Company’s articles of association with Part B (English translation)
−Removed: Proposed amendment of the Company’s articles of association with Part C (increased authorized capital) (English translation)
+Added: Articles of Association of Sono Group N.V., as amended effective September 9, 2025 (Dutch and English translations)
Form of internal rules of the Management Board of Sono Group N.V.
Form of internal rules of the Supervisory Board of Sono Group N.V.
−Removed: Secured Convertible Debenture, dated February 12, 2025, issued by Sono Group N.V.
−Removed: to YA II PN, Ltd.
−Removed: Secured Convertible Debenture, dated March 25, 2025, issued by Sono Group N.V.
−Removed: to YA II PN, Ltd.
−Removed: Secured Convertible Debenture, dated April 24, 2025, issued by Sono Group N.V.
−Removed: to YA II PN, Ltd.
−Removed: Secured Convertible Debenture, dated May 27, 2025, issued by Sono Group N.V.
−Removed: to YA II PN, Ltd.
Secured Convertible Debenture, dated August 6, 2025, issued by Sono Group N.V.
2 unchanged sentences
to YA II PN, Ltd.
−Removed: Omnibus Amendment to Transaction Documents, dated February 12, 2025, by and between Sono Group N.V.
−Removed: and YA II PN, Ltd.
−Removed: Omnibus Amendment to Transaction Documents, dated March 7, 2025, by and between Sono Group N.V.
−Removed: and YA II PN, Ltd.
−Removed: Omnibus Amendment to Transaction Documents, dated March 25, 2025, by and between Sono Group N.V.
−Removed: and YA II PN, Ltd.
−Removed: Omnibus Amendment to Transaction Documents, dated April 24, 2025, by and between Sono Group N.V.
−Removed: and YA II PN, Ltd.
−Removed: Omnibus Amendment to Transaction Documents, dated May 26, 2025, by and between Sono Group N.V.
−Removed: and YA II PN, Ltd.
+Added: Secured Convertible Debenture, dated September 5, 2025, issued by Sono Group N.V.
+Added: to YA II PN, Ltd.
Omnibus Amendment to Transaction Documents, dated July 6, 2025, by and between Sono Group N.V.
6 unchanged sentences
and YA II PN, Ltd.
+Added: Omnibus Amendment to Transaction Documents, dated September 5, 2025, by and between Sono Group N.V.
+Added: and YA II PN, Ltd.
+Added: Consulting Agreement, dated September 9, 2025, by and between Sono Group N.V., McGurn Advisors LLC and Kevin McGurn.
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
13 unchanged sentences
** Furnished herewith.
+Added: # Indicates management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SONO GROUP N.V.
−Removed: August 19, 2025
+Added: November 19, 2025
/s/ George O’Leary
George O’Leary
−Removed: Chief Executive Officer and Managing Director
−Removed: August 19, 2025
+Added: Managing Director
+Added: November 19, 2025
Scott Calhoun
2 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.