What changed in this filing

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Item 9A. Controls and Procedures

2026-04-01 compared with 2025-04-17 · 704 added, 499 removed, 825 unchanged (59% of the section changed)

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(i) a lack of consistent and proper application of processes and procedures; (ii) the design and operating effectiveness of information technology general controls for information systems that are significant to the preparation of our consolidated financial statements; (iii) a lack of review and supervision; (iv) the sufficiency of resources with an appropriate level of technical accounting and SEC reporting experience; and (v) clearly defined control processes, roles and segregation of duties within our finance and accounting functions.

In 2023, certain measures that were planned in order to remedy such material weaknesses could not be implemented as planned as a result of the Self-Administration Proceedings.

In light of the Companies’ successful emergence from their respective Self-Administration Proceedings and the restructuring/recapitalization of our businesses, we are currently planning measures to remedy such material weaknesses.

Beginning January 1, 2025, the planned remedial measures began with the hiring of additional accounting staff and the appointment of a new chief financial offer who possess the requisite skills to address technical accounting and reporting issues and implement processes that include taking steps to improve our controls and procedures.

We continue to devote attention to remediating the aforementioned deficiencies and specifically plan to incorporate automated and software-based accounting tools, engage third parties to support our internal resources related to accounting and internal controls, implement ongoing internal training for our accounting and finance teams and continue to invest in our finance IT systems.

We continue to devote attention to remediating the aforementioned deficiencies and specifically have incorporated automated and software-based accounting tools, engage third parties to support our internal resources related to accounting and internal controls, implement ongoing internal training for our accounting and finance teams and continue to invest in our finance IT systems.

However, as of December 31, 2025, we are still in the process of remediating the previously identified material weaknesses.

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2024 - Present

O’Leary was suggested as a candidate for the Company’s management board by Yorkville, as contemplated under the terms of the Yorkville Investment Agreements.

O’Leary’s appointment to the management board was approved by shareholders at the January 2024 EGM, following his nomination by the Company’s former supervisory board.

McGurn was nominated by the Company’s supervisory board to serve as Chief Executive Officer, effective September 9, 2025, after our previous CEO, George G.

O’Leary, voluntarily provided his notice of resignation as Chief Executive Officer, effective September 9, 2025.

O’Leary remained the Company’s sole statutory managing director (sole member of the management board) through December 31, 2025.

Accordingly, following Mr.

O’Leary’s resignation as statutory managing director effective December 31, 2025, and pursuant to Article 17.4 of the Company’s articles of association, the supervisory board temporarily designated Mr.

McGurn to be charged with the management of the Company until a general meeting of shareholders can formally appoint him as a managing director.

On December 30, 2024, Mr.

Calhoun was appointed the Chief Financial Officer of the Company on a preliminary basis, subject to termination by either party upon 30 days’ prior notice.

We expect to enter into an agreement with Mr.

Calhoun for a longer term, subject to the Company successfully meeting the requirements for an initial listing of the Ordinary Shares on the Nasdaq Capital Market.

George O ’ Leary has served as the Chief Executive Officer of the Company on a full-time basis since April 8, 2024.

From April 8, 2024 through December 29, 2024, Mr.

O’Leary also served as the Chief Financial Officer of the Company.

He was appointed to the management board with effect as of February 1, 2024.

O’Leary is currently a Member of the board of directors of HealthLynked Corporation (“HLYK”) (OTCQB:

HLYK) and served as HLYK’s Chief Financial Officer from August 6, 2014 through April 5, 2024.

In addition, Mr.

O’Leary was the Vice Chairman of the board of directors of Timios Holdings Corp.

from March 2014 to January 2021, when it was sold to Ideanomics Inc.

IDEX), and has served as Vice Chairman of the board of directors of Referrizer, LLC since October 2017.

O’Leary is the founder and President of SKS Consulting of South Florida Corp.

since June 2006, where he works with public and private companies in board representation and/or under consulting agreements, providing executive-level management expertise and helping with the implementation and execution of the companies’ strategic and operational plans.

Kevin John McGurn has served as the Chief Executive Officer of the Company on a full-time basis since September 9, 2025.

He has over 25 years of leadership experience across media, streaming, advertising technology and revenue operations.

Prior to joining the Company, Mr.

McGurn founded McGurn Advisors, LLC in November 2024, where he has served as an executive advisor and consultant to media and technology companies on revenue strategy, business optimization and M&A-related initiatives.

From October 2023 to November 2024, Mr.

McGurn served as Vice President, Head of Sales, Marketing & Distribution at T-Mobile USA, where he led advertising solutions revenue initiatives and supported diligence on acquisitions in the programmatic advertising space.

From 2017 to 2023, Mr.

O’Leary was Chief Executive Officer and President of Communication Resources Incorporated (“CRI”), where annual revenues grew from $5 million to $40 million during his tenure.

Prior to CRI, Mr.

O'Leary was Vice President of Operations of Cablevision Industries, where he ran $125 million of business until it was sold to Time Warner.

O’Leary started his professional career as a senior accountant with Peat Marwick and Mitchell (now KPMG).

O’Leary holds a B.B.A.

degree in accounting with honors from Siena College.

McGurn served as President, Sales & Distribution (Chief Sales Officer) of Vevo, LLC, where he led the company’s sales, distribution and commercial transformation across multiple geographies.

Previously, he held senior revenue leadership roles including Head of Sales at Fullscreen & Otter Media (2015–2017), Global Chief Revenue Officer at Shazam (2013–2014), and Senior Vice President, Advertising Sales at Hulu (2007–2013), where he was part of the early team that built Hulu’s advertising business.

Earlier in his career, Mr.

McGurn also held advertising sales leadership roles at NBC Universal and other digital advertising companies.

McGurn holds a B.A.

in History from Ohio Wesleyan University.

Martin Scott Calhoun has served as the Chief Financial Officer of the Company since December 30, 2024.

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He began his career as an auditor with Pannell Kerr Forster, CPAs.

Corporate Governance

Director Independence

Each of the members of our supervisory board, consisting of David Dodge, Christopher Schreiber and Owen May, is an “independent director” for purposes of the Nasdaq listing standards and Rule 10A-3(b)(1) under the Exchange Act, as the term relates to membership on the supervisory board and the various committees of the supervisory board, and which is defined generally as a person other than an executive officer or employee of Sono N.V.

or the Subsidiary or any other individual having a relationship, which, in the opinion of our supervisory board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties.

Any affiliated transactions must be approved by a majority of our independent and disinterested directors.

Family Relationships

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The Company has adopted an insider trading policy and procedures governing the purchase, sale and/or other dispositions of the Company’s securities that applies to all supervisory board members, officers, employees and certain other persons, as well as to the Company and the Subsidiary.

It is also the Company’s policy to take appropriate steps to comply with applicable federal and state securities laws and regulations, as well as applicable OTCQB standards, when the Company engages in transactions in the Company’s securities.

It is also the Company’s policy to take appropriate steps to comply with applicable federal and state securities laws and regulations, as well as applicable Nasdaq Capital Market standards, when the Company engages in transactions in the Company’s securities.

The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Supervisory Board Nomination Process

Qualified candidates will be considered without regard to race, color, religion, sex, ancestry, national origin or disability.

A copy of the Company’s insider trading policy is attached as Exhibit 19.1 to this Annual Report.

Number and Terms of Office of Officers and Directors

As of the date of this Annual Report, (i) the supervisory board is comprised of three supervisory directors, all of whom are non-employee directors and are independent and (ii) the management board is comprised of one managing director.

The supervisory board has the authority to nominate candidates for the supervisory board, with such authority delegated to the nomination and corporate governance committee, which shall act in accordance with its charter.

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The nomination and corporate governance committee will also take into consideration the candidate’s personal attributes, including, without limitation, personal integrity, loyalty, ability to apply sound and independent business judgment, awareness of a supervisory board member’s vital role in our good corporate citizenship and image, time available for meetings and consultation on our matters and willingness to assume broad, fiduciary responsibility.

Our management board members and supervisory board members are appointed by the general meeting on the basis of a binding nomination prepared by our supervisory board which can only be overruled by a two-thirds majority of votes cast representing more than half of our issued share capital.

Our management board members and supervisory board members may only be dismissed by the general meeting by a two-thirds majority of votes cast representing more than half of our issued share capital (unless the dismissal is proposed by the supervisory board, in which case a simple majority of the votes cast would be sufficient).

Members of the management board can be dismissed or suspended by the supervisory board at any time.

Supervisory Board Committees

The committees of the supervisory board consist of an audit committee, a compensation committee, and a nomination and corporate governance committee, each of which has the composition and the responsibilities described below.

Audit Committee

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The audit committee has the authority to retain independent counsel and advisors to assist in carrying out its responsibilities.

Each member of the audit committee is an “independent director,” as such term is defined in the OTCQB Rules and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act.

The supervisory board has determined that each of the audit committee members is able to read and understand fundamental financial statements and that at least one member of the audit committee has past employment experience in finance or accounting.

The supervisory board has also determined that Mr.

Each member of the audit committee is an “independent director” as defined in the Nasdaq Listing Rules and meets the independence criteria set forth in Rule 10A-3(b)(1) under the Exchange Act.

The supervisory board has determined that each member of the audit committee is financially literate in accordance with the Nasdaq Listing Rules and is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

The supervisory board has also determined that at least one member of the audit committee has past employment experience in finance or accounting, and that Mr.

Dodge qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC.

A copy of the Company’s audit committee charter is posted on the “Investor Relations” section of our website at https://ir.sonomotors.com/ .

Compensation Committee

The compensation committee currently consists of the entire supervisory board, with Mr.

Schreiber serving as chairperson.

The compensation committee assists the supervisory board in, among other things:

reviewing and evaluating our compensation policy and benefits policies generally, including the review and recommendation of incentive-compensation and equity-based plans, as well as the compensation of our Chief Executive Officer and other executive officers;

submitting proposals to the supervisory board concerning changes to our compensation policy, as relevant;

submitting proposals to the supervisory board concerning the compensation of our executive officers and managing directors, at least covering:

(i) the compensation structure;

(ii) the amount of the fixed and variable compensation components;

(iii) the applicable performance criteria;

(iv) the scenario analyses that have been carried out;

and (v) the pay ratios within our peer group;

submitting proposals to the supervisory board concerning the compensation of individual members of the supervisory board;

the review and assessment of risks arising from our compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on us;

the preparation of Sono N.V.’s compensation report for the supervisory board;

the preparation of the compensation committee’s report required by SEC rules or the rules of any other regulatory body.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor and will be directly responsible for the appointment, compensation and oversight of the work of any such advisor.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the compensation committee will consider the independence of each such advisor, including the factors required by Nasdaq and the SEC.

A copy of Sono N.V.’s current compensation committee charter is posted on the “Investor Relations” section of our website at https://ir.sonomotors.com/ .

Nomination and Corporate Governance Committee

The nomination and corporate governance committee currently consists of the entire supervisory board, with Mr.

Schreiber serving as chairperson.

The nomination and corporate governance committee assists the supervisory board in, among other things:

drawing up selection criteria and appointment procedures for the members of the management board and the supervisory board;

reviewing the size and composition of the management board and the supervisory board and submitting proposals for the composition profile of the supervisory board;

making recommendations to the management board as to the determination of independence of members of the supervisory board;

reviewing the functioning of individual members of the management board and the supervisory board and reporting on such review to the supervisory board;

drawing up a plan for the succession of members of the management board and the supervisory board;

submitting proposals for (re)appointment of members of the management board and the supervisory board;

supervising the policy of the management board regarding the selection criteria and appointment procedures for our senior management and executive officers;

overseeing the self-evaluation of the management board, the supervisory board and the supervisory board’s committees to determine whether they are functioning effectively;

developing the Company’s Code of Business Conduct and Ethics (“Code of Conduct”) and overseeing compliance with the Code of Conduct, including, at least annually, reviewing and reassessing the adequacy of the Code of Conduct and recommending any proposed changes to the management board.

Copies of Sono N.V.’s current nomination and corporate governance committee charter and Code of Conduct are posted on the “Investor Relations” section of our website at https://ir.sonomotors.com/ .

Executive Compensation.

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Our named executive officers (collectively, the “Named Executive Officers” or “NEOs”) for the year ended December 31, 2025 are:

George O’Leary, our Chief Executive Officer

Kevin McGurn, our Chief Executive Officer;

Martin Scott Calhoun, our Chief Financial Officer;

our former co-Chief Executive Officer;

Jona Christians;

our former co-Chief Executive Officer;

Torsten Kiedel, our former Chief Financial Officer.

George O’Leary, our former Chief Executive Officer.

There were no other executive officers of the Company serving at the end of 2025.

On January 30, 2024, as contemplated under the agreements related to the Yorkville Restructuring Investment, all Pre-Restructuring Managing Directors (as defined herein) resigned from the Company’s management board, effective January 31, 2024.

At the January 2024 EGM, George O’Leary was appointed to the management board, effective as of the close of the January 2024 EGM, and assumed the roles of part time Chief Executive Officer (“CEO”) and Chief Financial Officer of the Company (“CFO”).

On April 8, 2024, Mr.

O’Leary assumed the above roles on a full-time basis.

On December 30, 2024, the Company’s management board and supervisory board approved the appointment of Martin Scott Calhoun, the Company’s then-current Controller, as Chief Financial Officer of the Company.

Consequently, George O’Leary, in preparation for its uplisting to the Nasdaq Capital Market, replaced himself as Chief Financial Officer while continuing to serve as Managing Director and Chief Executive Officer.

In addition, the Summary Compensation Table below includes information on (i) two additional individuals, Laurin Hahn and Jona Christians, who were not serving as executive officers of the Company at the end of 2024, but who both previously served as our former co-Chief Executive Officers and who resigned from such positions effective January 31, 2024, and (ii) one additional individual, Torsten Kiedel, our former Chief Financial Officer, who resigned from such position effective January 31, 2024, but was among our next two most highly compensated officers during 2024 (other than our CEO).

In September 2025, our former Chief Executive Officer, George G.

O’Leary, voluntarily submitted his notice of resignation as Chief Executive Officer, effective September 9, 2025.

In connection with Mr.

O’Leary’s resignation, the Company’s supervisory board nominated Kevin J.

McGurn to serve as Chief Executive Officer, effective September 9, 2025.

O’Leary remained the Company’s sole statutory managing director (and sole member of the management board) through December 31, 2025.

Because, under Dutch law, managing directors of a Dutch N.V.

are appointed by the general meeting of shareholders, and no general meeting was held in 2025 to formally appoint Mr.

McGurn as a statutory managing director, Mr.

McGurn was not formally appointed to the management board during 2025.

Accordingly, following Mr.

McGurn to be charged with the management of the Company until a general meeting of shareholders can formally appoint him as a managing director.

The Summary Compensation Table below provides information regarding compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2025 and December 31, 2024, as applicable.

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All Other Compensation (1)

George O’Leary (2)

Chief Executive Officer

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Chief Financial Officer

Laurin Hahn (5)

former co-Chief Executive Officer

Jona Christians (5)

former co-Chief Executive Officer

Torsten Kiedel (5)

former Chief Financial Officer

George O’Leary (3)

former Chief Executive Officer

__________________________

All other compensation for NEOs other than Mr.

O’Leary includes the value of employer-paid health insurance premiums, compensation for unused vacation days and contributions to social security insurance, if any.

O’Leary, the amount reported in this column consists of a $35,000 healthcare allowance provided by the Company to Mr.

O’Leary during 2024.

O’Leary first assumed the roles of CEO and CFO on January 31, 2024, initially on a part-time basis until his full-time assumption of the roles on April 8, 2024.

O’Leary, in preparation of the Company’s uplisting to the Nasdaq Capital Market, replaced himself as CFO on December 30, 2024.

O’Leary’s compensation for the year ended December 31, 2024 includes compensation for his service as CEO and CFO.

In January 2025, the supervisory board determined, based on our performance, a bonus payout of $100,000 for Mr.

O’Leary with respect to his 2024 incentive bonus, with 65% of the bonus payout being paid on February 18, 2025 and the remaining 35% of the bonus payout being paid upon the earlier of (i) the Company’s next funding event in excess of $1 million, or (ii) the Company’s successful uplisting to Nasdaq, subject to Mr.

O’Leary remaining in continuous service with us through the payment date.

All other compensation for Mr.

O’Leary consists of a $35,000 healthcare allowance provided by the Company to Mr.

Calhoun first assumed the role of CFO on December 30, 2024.

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Calhoun’s compensation for the year ended December 31, 2024 includes compensation for his service as CFO and Controller.

Hahn, Christians and Kiedel each resigned from their positions effective January 31, 2024.

Amounts shown were paid in Euros and, for purposes of the above table, were converted into United States dollars using the average European Central Bank exchange rate of 1.0813 for the year 2023.

Amounts shown were paid in Euros and, for purposes of the above table, were converted into United States dollars using the European Central Bank exchange rate of 1.0823 in effect on the date of payment, January 29, 2024.

O’Leary first assumed the roles of CEO and CFO on January 31, 2024, initially on a part-time basis until his full-time assumption of the roles on April 8, 2024.

O’Leary, in preparation of the Company’s uplisting to the Nasdaq Capital Market, replaced himself with Mr.

Calhoun as CFO on December 30, 2024.

O’Leary’s compensation for the year ended December 31, 2024 includes compensation for his services as CEO and CFO.

In January 2025, the supervisory board determined, based on our performance, a bonus payout of $100,000 for Mr.

O’Leary remaining in continuous service with us through the payment date.

Narrative to Summary Compensation Table

Our executive compensation program is designed to attract and retain high-caliber executives, incentivize performance and align management's interests with those of our shareholders.

Compensation for our NEOs consists primarily of base salary, discretionary bonuses and other compensation, including social security contributions or monetary benefits.

Fixed annual cash compensation based on role, experience and industry benchmarks.

Compensation for our NEOs consists primarily of base salary or consulting fees, discretionary bonuses and other compensation, including health insurance benefits or stipends and other customary employment-related benefits.

Base salary / consulting fees:

Fixed cash compensation based on role, experience and industry benchmarks.

During 2025, Mr.

O'Leary received an annual base salary of $400,000 under his service agreement through the date of his resignation on September 9, 2025.

During the Interim Period commencing September 9, 2025, McGurn Advisors LLC received a consulting fee of $7,700 per week on behalf of Mr.

McGurn pursuant to the Consulting Agreement, as Mr.

McGurn served the Company as an independent contractor during this period.

Pursuant to his service agreement, for 2024, Mr.

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In January 2025, the supervisory board determined, based on our performance, a bonus payout of $100,000 for Mr.

O’Leary with respect to his 2024 incentive bonus with 65% of the bonus payout paid on February 28, 2025 and the remaining 35% of the bonus payout being paid upon the earlier of (i) the Company’s next funding event in excess of $1 million or (ii) the Company’s successful uplisting to Nasdaq, subject to Mr.

O’Leary remaining in continuous service with us through the payment date.

None of our other NEOs were eligible for an incentive bonus for 2024 service.

O'Leary with respect to his 2024 incentive bonus, with 65% of the bonus payout paid on February 28, 2025 and the remaining 35% paid on April 17, 2025.

McGurn's eligibility for an incentive bonus is contingent upon the execution of the Service Agreement following his formal election as Managing Director at the Company's next Extraordinary General Meeting, which had not occurred as of December 31, 2025.

Accordingly, Mr.

McGurn was not eligible for an incentive bonus with respect to his 2025 service.

None of our other NEOs were eligible for an incentive bonus for 2024 or 2025 service.

All other compensation:

Employer-paid health insurance premiums, compensation for unused vacation days and other customary employment-related benefits and contributions to social security insurance.

O'Leary, all other compensation consisted of employer-paid health insurance premiums, compensation for unused vacation days and other customary employment-related benefits.

McGurn, during the Interim Period from September 9, 2025 through December 31, 2025, Mr.

McGurn served as an independent contractor and was not entitled to any employee benefits.

The $3,500 monthly health insurance stipend and other employment benefits are payable only upon and following Mr.

McGurn's formal election as Managing Director and commencement of the Service Agreement.

In response to Item 402(x)(1) of Regulation S-K, we do not currently grant stock options, stock appreciation rights or similar option-like instruments to our NEOs or other employees or service providers.

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Service Agreements

Current Named Executive Officers

George O’Leary

Fiscal 2025 Named Executive Officers

On September 9, 2025, the Company entered into a Consulting Agreement with McGurn Advisors LLC and Kevin McGurn (the “Consulting Agreement”), pursuant to which Mr.

McGurn provides Chief Executive Officer services to the Company as an independent contractor.

The Consulting Agreement was approved by the supervisory board on September 9, 2025.

During the period from September 9, 2025 through the date of Mr.

McGurn’s election as Managing Director at the Company’s next Extraordinary General Meeting (the “Interim Period”), McGurn Advisors LLC receives a consulting fee of $7,700 per week, pro-rated for any partial week and payable in arrears in bi-weekly installments.

During the Interim Period, Mr.

McGurn serves as an independent contractor and is not entitled to any employee benefits.

The Consulting Agreement provides that, contingent upon Mr.

McGurn's election and appointment as Managing Director at the Company's next Extraordinary General Meeting, the Company will enter into a service agreement with Mr.

McGurn retroactive to September 9, 2025 (the "Service Agreement").

The Service Agreement will provide that Mr.

McGurn is entitled to receive an annual base salary of $400,000, paid time off benefits, a taxable monthly health insurance stipend of $3,500 until the Company establishes a U.S.

healthcare benefit plan, and an incentive bonus payment targeted at 25% of his base salary, with payment based upon the achievement of certain goals as agreed with and approved by the Company’s supervisory board and subject to Mr.

McGurn remaining in continuous service with us through the applicable payment date.

In the event that Mr.

McGurn is elected and appointed as Managing Director at the Company’s next Extraordinary General Meeting, Mr.

McGurn’s Service Agreement as the Chief Executive Officer shall be for an initial term retroactive to September 9, 2025, until the end of his elected term as Managing Director, which may be extended by mutual agreement of the parties to the Consulting Agreement.

Any termination of the Service Agreement, once entered into, by the Company or Mr.

McGurn (other than a termination by the Company for Cause (as such term will be defined under the Service Agreement) or termination as a result of Mr.

McGurn’s death or permanent disability) will require a 90-day notice period.

If the Company terminates Mr.

McGurn without Cause during the initial term of the Service Agreement, then, subject to Mr.

McGurn’s execution and non-revocation of a separation agreement and release of claims in form and substance acceptable to the Company and Mr.

McGurn's continued compliance with all post-termination obligations to the Company, the Company shall provide severance payments to Mr.

McGurn equal to the base salary and 100% of the cash bonus that Mr.

McGurn would have received for the remainder of the initial term, with a minimum severance payment equal to three months of his base salary if termination without Cause occurs after his ninth month of service.

If the Company terminates Mr.

McGurn without Cause during any extension period of the Service Agreement, then, subject to the same conditions described above, the Company shall provide severance payments to Mr.

McGurn equal to three months of his base salary.

The term of the Consulting Agreement may be terminated at any time for Cause and, in the event that the Consulting Agreement is terminated for Cause during the Interim Period, Mr.

McGurn will not be eligible for employment with Sono N.V.

or any affiliate of Sono N.V.

A termination of the Consulting Agreement for “Cause” shall mean any termination for:

(A) dishonesty (including but not limited to any acts of embezzlement or misappropriation of funds, regardless of whether the embezzlement or misappropriation involves funds or assets of Sono N.V.

or its affiliates (solely with respect to the Consulting Agreement, Sono N.V.

and its affiliates are collectively referred to as the “Company Group”) or a third party), fraud, serious dereliction of fiduciary obligation, conviction of or plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude;

(B) an intentional, unauthorized disclosure of confidential information belonging to the Company Group, or entrusted to the Company Group by a client, customer, or other third party;

offices or providing any services while under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions);

(D) a material violation of any Company rule, regulation or policy;

(E) any act materially adverse to the interests of the Company Group or reasonably likely to result in harm to the Company Group or to bring the Company Group into disrepute;

or (F) a breach of any promise or obligation under the Consulting Agreement, including, without limitation, a refusal to substantially perform services under the Consulting Agreement.

In the event that Mr.

McGurn is elected as managing director of Sono N.V., his service agreement as Chief Executive Officer will provide for a substantially similar definition of “Cause.”

The Consulting Agreement provides for standard representations, warranties, covenants and indemnification provisions for an agreement of its kind.

In addition, McGurn Advisors LLC and Mr.

McGurn have each agreed not to solicit or attempt to solicit, directly or indirectly, any employees, consultants or other independent contractors or any business from any customer of Sono N.V.

during the term of the Consulting Agreement and for a period of one year thereafter.

McGurn Advisors LLC and Mr.

McGurn have further represented to Sono N.V.

pursuant to the Consulting Agreement that neither is obligated under any form of non-compete or non-solicitation agreement which would preclude McGurn Advisors LLC or Mr.

McGurn from providing Chief Executive Officer services to Sono N.V.

during or after the Interim Period.

In the event that Mr.

McGurn is elected and appointed as Managing Director, the Service Agreement will additionally include non-disparagement and intellectual property and assignment of inventions covenants in favor of the Company.

As of the date of this Annual Report, Mr.

McGurn's election as Managing Director by the general meeting of shareholders has not yet occurred, and accordingly the Consulting Agreement and its interim compensation terms remain in effect.

The Company expects to present Mr.

McGurn's formal election as Managing Director for shareholder approval at the next Extraordinary General Meeting.

The foregoing description is qualified in its entirety by reference to the full text of the Consulting Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 9, 2025, and is incorporated herein by reference.

Scott Calhoun

We entered into a full-time service agreement with Mr.

George O’Leary on May 8, 2024 with an initial term of one year, with extensions approved by the supervisory board.

Scott Calhoun on December 30, 2024.

This agreement entitles Mr.

Calhoun to receive monthly salary payments of $16,250.

Either party may terminate the service agreement by giving the other party not less than 30 days’ notice.

The agreement does not provide for any severance payments in connection with the termination of Mr.

Calhoun’s service.

Former Executive Officers

George O’Leary

We entered into a full-time service agreement with George O’Leary on May 8, 2024 with an initial term of one year, with extensions approved by the supervisory board.

The agreement entitles Mr.

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The agreement also provides for an incentive bonus payment targeted at 25% of Mr.

O’Leary’s base salary, with payment based upon the achievement of certain goals as agreed with and approved by the Company’s supervisory board and subject to Mr.

O’Leary’s base salary, with payment based upon the achievement of certain goals as agreed with and approved by the supervisory board and subject to Mr.

O’Leary remaining in continuous service with us through the applicable payment date.

4 unchanged sentences

O’Leary’s execution and non-revocation of a separation agreement and release of claims in form and substance acceptable to the Company and Mr.

O’Leary’s continued compliance with all post-termination obligations to the Company, the Company shall provide severance payments to Mr.

O’Leary’s continued compliance with all post-termination obligations to the Company, Sono N.V.

shall provide severance payments to Mr.

O’Leary equal to the base salary and 100% of the cash bonus that Mr.

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O’Leary’s execution and non-revocation of a separation agreement and release of claims in form and substance acceptable to the Company and Mr.

O’Leary’s continued compliance with all post-termination obligations to the Company, the Company shall provide severance payments to Mr.

O’Leary’s continued compliance with all post-termination obligations to Sono N.V., the Company shall provide severance payments to Mr.

O’Leary equal to three months of his base salary.

1 unchanged sentence

O’Leary is subject to confidentiality, non-disclosure, customer non-solicitation, employee non-solicitation, non-disparagement, intellectual property and assignment of inventions covenants in favor of the Company.

Scott Calhoun

We entered into a full-time service agreement with Mr.

Scott Calhoun on December 30, 2024.

This agreement entitles Mr.

Calhoun to receive monthly salary payments of $15,000.

Either party may terminate the service agreement by giving the other party not less than 30 days’ notice.

The agreement does not provide for any severance payments in connection with the termination of Mr.

Calhoun’s service.

Former Named Executive Officers

In connection with their separation in January 2024, no severance or other post-termination payments were made to Messrs.

Hahn, Christians or Kiedel, and the Company waived the application of the non-competition covenants applicable to Messrs.

Hahn, Christians and Kiedel under the terms of their respective employment agreements.

Hahn received no compensation in 2024, and Mr.

Christians received his accrued base salary for January and a payment for accrued unused vacation.

Kiedel received compensation in 2024 pursuant to an agreement with the Company for his continued service as Managing Director during the month of January 2024.

On September 9, 2025, Mr.

O’Leary voluntarily resigned as Chief Executive Officer, effective September 9, 2025.

O’Leary’s resignation did not result from any disagreement with the Company regarding any matter related to the Company's operations, policies, or practices.

There is no change to the severance that Mr.

O’Leary is entitled to receive as previously disclosed by Sono N.V., as described above.

O’Leary continued to serve as the Company’s sole statutory Managing Director through December 31, 2025, supporting an orderly management transition.

Outstanding Equity Awards at Fiscal Year-End

The following table shows all outstanding equity awards held by our NEOs as of December 31, 2024.

Other than Mr.

Kiedel, none of our other NEOs held any outstanding equity awards as of December 31, 2024.

Option Awards

(#) Exercisable

Unexercisable

Exercise Price

Torsten Kiedel

November 17, 2021 (1)

November 17, 2025

Kiedel, our former Chief Financial Officer, held options originally granted under the Company’s Conversion Stock Option Program to purchase 132,350 Ordinary Shares at an exercise price of €0.06 per share, pursuant to the terms of his grant agreement.

As of December 31, 2024, after giving effect to historical share adjustments, these options were exercisable for 3,018 Ordinary Shares at an adjusted exercise price of €4.50 per share, as reflected in the table above.

For purposes of the table above, the option exercise price was converted into United States dollars using the European Central Bank exchange rate of 1.0389 in effect as of December 31, 2024.

The share options were granted on the date of the Company’s IPO, November 17, 2021 (“Grant Date”), with a four-year expiration period and a one-year waiting period from the Grant Date before they became exercisable.

As of December 31, 2025, none of our NEOs held any outstanding equity awards.

Retirement Plan

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Clawback Policy

In December 2023, our supervisory board adopted our a “clawback” policy, designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws.

In December 2023, our supervisory board adopted our “clawback” policy, designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws.

The clawback policy applies to our current and former executive officers.

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As of February 1, 2024, the annual compensation package for services as a supervisory board member, including service on any committees of the supervisory board, consists of an annual retainer of $50,000.

For the year ended December 31, 2024, the former members of the Company’s supervisory board received compensation for their services during the month of January 2024, based on the same annual compensation structure that was in effect during 2023, prorated for their period of service.

For the year ended December 31, 2023, the annual compensation packages for services as a supervisory board member consisted of €50,000 for the chairperson, €40,000 for the vice-chairperson and €25,000 for each regular supervisory board member.

In addition, for membership in the audit committee, the chairperson received an annual compensation of €20,000 and each other member an annual compensation of €10,000.

For membership in the compensation committee, the chairperson received an annual compensation of €12,000 and each other member an annual compensation of €6,000.

For membership in the nomination and corporate governance committee, the chairperson received an annual compensation of €8,000 and each other member an annual compensation of €4,000.

The following table presents the total compensation for each person who served as a member of our supervisory board during the fiscal year ended December 31, 2025.

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Christopher Schreiber

Former Supervisory Board Members (2)

Sandra Vogt-Sasse

Thomas Wiedermann

Martin Sabbione

Johannes Trischler

44,182 (3)(4)

At the January 2024 EGM, David Dodge and Christopher Schreiber were appointed as members of the Company’s supervisory board as of the close of the January 2024 EGM.

At the November 2024 EGM, Owen May was appointed as members of the Company’s supervisory board as of the close of the November 2024 EGM.

On January 30, 2024, as contemplated in the agreements related to the Yorkville Restructuring Investment, all of the members of our former supervisory board – Sandra Vogt-Sasse, Thomas Wiedermann, Martin Sabbione and Johannes Trischler – resigned from their positions on the Company’s supervisory board with effect as of the end of January 31, 2024.

All 2024 director compensation payments to our former supervisory board members were made on January 26, 2024.

Amounts shown were paid in Euros and, for purposes of the above table, were converted into United States dollars using the European Central Bank exchange rate of 1.0871 in effect on the date of payment, January 26, 2024.

Trischler’s 2024 director compensation as a member of the Company’s supervisory board was $3,773.

This amount was paid in euros and, for purposes of the above table, has been converted into U.S.

dollars using the European Central Bank exchange rate of 1.0871 in effect on the date of payment, January 26, 2024.

In addition, Mr.

Trischler was employed by the Company’s Subsidiary until his termination on April 30, 2024.

As an employee, he received salary payments totaling $39,780 and compensation for unused vacation of $629, for a combined total of $40,409.

These employment-related amounts were paid in euros and converted into U.S.

dollars using the average European Central Bank exchange rate of 1.0825 for the period from January 1, 2024 through April 30, 2024.

At the November 2024 EGM, Owen May was appointed as a member of the Company’s supervisory board as of the close of the November 2024 EGM.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of March 24, 2025, regarding the beneficial ownership of our Ordinary Shares and our High Voting Shares known to us:

each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding Ordinary Shares or High Voting Shares;

each management board member, executive officer and supervisory board member; and

all management board members, executive officers and supervisory board members as a group.

The following table sets forth information, as of March 25, 2026, regarding the beneficial ownership of our Ordinary Shares, High Voting Shares and Preferred Shares, by:

each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding Ordinary Shares, High Voting Shares and Preferred Shares;

each of our directors, including each current member of our management board and our supervisory board, and each of our NEOs for the fiscal year ended December 31, 2025; and

all of our directors and current NEOs, as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

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Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares held by that person.

The beneficial ownership of Ordinary Shares and High Voting Shares is based on 1,409,921 Ordinary Shares and 40,000 High Voting Shares issued and outstanding as of March 24, 2025.

The beneficial ownership of our Ordinary Shares, High Voting Shares and Preferred Shares is based on 1,424,834 Ordinary Shares, 40,000 High Voting Shares and 1,401 Preferred Shares issued and outstanding as of March 25, 2026.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to the shares they beneficially own.

Unless otherwise indicated below, the address for each beneficial owner listed is c/o Sono Group N.V., Waldmeisterstraße 93, 80935 Munich, Germany.

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High voting shares

Preferred shares

Name of beneficial owner

5% Shareholders

Executive Officers and Directors

5% or Greater Shareholders

SVSE LLC (1)(6)

Cantor Fitzgerald & Co.

Mizuho Financial Group, Inc.

YA II PN, Ltd.

Directors and NEOs

Christopher Schreiber

George O’Leary (1)

Martin Scott Calhoun

All current executive officers and directors as a group (5 persons)

George O’Leary was appointed Managing Director, CEO and CFO of Sono Group N.V.

at the January 2024 EGM.

He is the sole member of SVSE, which is the holder of record of the Ordinary Shares and High Voting Shares presented.

The securities held by SVSE are subject to a pledge agreement, dated February 5, 2024, by and between SVSE and Yorkville, pursuant to which the securities would accrue to Yorkville in the event that the Company defaults on certain of its payment obligations to Yorkville.

If Yorkville and SVSE enter into the Call Option Agreement, as currently intended, the Call Option would enable Yorkville, at its discretion, to purchase all of the Ordinary Shares and High Voting Shares held by SVSE in one or more transactions prior to the Expiration Time, subject to certain limitations.

George O’Leary (1)(6)

All NEOs and directors as a group (6 persons )

George O’Leary was appointed as our managing director and Chief Executive Officer at the extraordinary general meeting of the Company’s shareholders held on January 31, 2024.

O’Leary was also appointed as our Chief Financial Officer at the extraordinary general meeting held on January 31, 2024, a role in which he served until Martin Scott Calhoun was appointed as our Chief Financial Officer on December 30, 2024.

On September 9, 2025, Mr.

O’Leary informed the supervisory board that following the uplisting to Nasdaq, he would be resigning as the Chief Executive Officer of the Company and its subsidiaries effective as of September 9, 2025.

O’Leary remained the Company’s sole statutory managing director (and sole member of the management board) through December 31, 2025.

O’Leary is the sole member of SVSE, which is the holder of record of the Ordinary Shares and High Voting Shares presented in the table above.

Based on a Schedule 13D filed with the SEC on June 14, 2024, Bambino 255.

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V V UG’s principal address is c/o Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Markgrafenstraße 33, 10117 Berlin, Germany.

Based on Schedule 13G filed February 13, 2026 by Cantor Fitzgerald Securities, Cantor Fitzgerald & Co., Cantor Fitzgerald, L.P., CF Group Management, Inc.

and Brandon G.

Cantor Fitzgerald & Co.

is the record holder;

the other reporting persons may be deemed to share voting and/or dispositive power as described therein and disclaim beneficial ownership in excess of their pecuniary interest.

Based on a Schedule 13G filed with the SEC on November 13, 2025 by Mizuho Financial Group.

The filing reports sole voting power and sole dispositive power with respect to such shares.

The Schedule 13G further states that Mizuho Financial Group, Inc., Mizuho Bank, Ltd.

and Mizuho Americas LLC may be deemed to be indirect beneficial owners of the Ordinary Shares directly held by Mizuho Securities USA LLC, which is their wholly owned subsidiary.

YA II PN, Ltd.

(“Yorkville”) is the holder of the Preferred Shares presented in the table above.

Such shares were issued in the Debt Conversion pursuant to the Exchange Agreement in September 2025.

Each Preferred Share is convertible into 30,000 Ordinary Shares, subject to the terms of the Exchange Agreement.

Pursuant to Section 4(g) of the Exchange Agreement, Yorkville may not convert Preferred Shares to the extent that, after giving effect to such conversion, Yorkville (together with its affiliates) would beneficially own more than 4.99% of the number of outstanding Ordinary Shares or the voting power of the Ordinary Shares, which limitation may be waived by Yorkville in its sole discretion upon not less than 65 days’ prior notice to the Company.

The Preferred Shares held by Yorkville are entitled to 30,000 votes for each Preferred Share under our amended articles of association, subject to a contractually agreed voting blocker equal to 4.99% of the combined voting power in the share capital of Sono N.V.

as of the record date for the applicable action to be taken by the Company’s shareholders.

The securities held by SVSE are subject to a Pledge Agreement, dated February 5, 2024, by and between SVSE and Yorkville, pursuant to which the securities would accrue to Yorkville in the event that Sono N.V.

defaults on certain of its payment obligations to Yorkville.

In addition, if Yorkville and SVSE enter into the Call Option Agreement, as is currently intended, the Call Option would enable Yorkville, at its discretion, to purchase all of the Ordinary Shares and High Voting Shares held by SVSE in one or more transactions, prior to 5:00 p.m.

Eastern time on the four-year anniversary of the date of the Call Option Agreement, subject to certain limitations.

Securities Authorized for Issuance Under Equity Compensation Plans

Following the restructuring of the Companies as a result of the former Self-Administration Proceedings and the corporate measures implemented in connection therewith, there is uncertainty over the future of the remuneration based on shares (share-based payment) programs, which may result in share options not being formally granted or, in some cases, cancellation of unexercised options, which may be done without compensation.

Further, the Reverse Share Split with the exchange ratio of 1:75 may have a significant impact on options or awards granted.

Long-Term Incentive Plan (LTIP)

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The VESP 2017 Tranche stock options became exercisable one year after the closing of our IPO and are exercisable only in certain windows.

The VESP 2017 Tranche stock options will expire four years after the closing of our IPO.

The VESP 2017 Tranche stock options expired on November 18, 2025, four years after the closing of our IPO.

In addition, the Company granted 9,209 stock options (as of June 2023 all these stock options were fully vested), each with an exercise price of €4.50 and which are not subject to any performance criteria, with effect as of the closing date of our IPO on November 19, 2021 to the former beneficiaries under the VESP 2018 (the “VESP 2018 Tranche”).

1 unchanged sentence

The then-vested VESP 2018 Tranche stock options became exercisable one year after the closing of our IPO and are exercisable only in certain windows.

The VESP 2018 Tranche stock options will expire four years after the closing of our IPO.

Immediately prior to the pricing of our IPO on November 16, 2021, we issued additional Ordinary Shares to all of our existing shareholders, replicating the effect of a share split.

Each of our existing shareholders received 0.71 additional Ordinary Shares per Ordinary Share or High Voting Share held by them immediately prior to the pricing of our IPO, rounded down to the nearest integer.

Our stock options reflect the effect of this issuance of shares, as the underlying securities for one stock option changed from one Ordinary Share to 1.71 Ordinary Shares, with issuable shares being rounded down to the nearest full integer.

The VESP 2018 Tranche stock options expired on November 18, 2025, four years after the closing of our IPO.

Restricted Stock Units

22 unchanged sentences

Agreements with Yorkville

Yorkville Restructuring Investment

In the context of the former Self-Administration Proceedings and in connection with the First Commitment, the Companies entered into the Yorkville Investment Agreements with Yorkville in mid-November 2023, and on April 30, 2024, the Company and Yorkville entered into an amendment to the Funding Commitment Letter in connection with the Second Commitment.

2 unchanged sentences

Business—Financing Arrangements with Yorkville—The Yorkville Restructuring Investment”.

Under the terms of the Funding Commitment Letter, funding from Yorkville in connection with the Yorkville Investment is to be provided by way of new interest-bearing convertible debenture(s).

The convertible debenture with respect to the first tranche of the Yorkville Restructuring Investment was issued to Yorkville on February 6, 2024 for approximately $4.3 million and the convertible debenture with respect to the Second Tranche was issued to Yorkville on August 30, 2024 for approximately $3.3 million.

Under the terms of the Funding Commitment Letter, funding from Yorkville in connection with the Yorkville Investment was provided by way of new interest-bearing convertible debenture(s).

The 2024 Debentures with respect to the First Tranche of the Yorkville Restructuring Investment was issued to Yorkville on February 6, 2024 for approximately $4.3 million and the convertible debenture with respect to the Second Tranche was issued to Yorkville on August 30, 2024 for approximately $3.3 million.

In connection with the Funding Commitment Letter, SVSE and Yorkville entered into both a pledge agreement (the “Pledge Agreement”) and a security agreement (the “Security Agreement”), each dated February 5, 2024, pursuant to which SVSE agreed to pledge and grant to Yorkville, as a third-party pledge, a security interest in certain financial assets, including, among others, all of the Ordinary Shares and High Voting Shares that SVSE currently holds or at any time acquires (collectively, the “Pledged Ownership Interests”).

6 unchanged sentences

Under the terms of the Guaranty, certain events of default would enable Yorkville, at its option and in its discretion, to accelerate some or all of the obligations so that they become immediately due and payable.

On December 30, 2024, the Company and Yorkville entered into the Securities Purchase Agreement, pursuant to which the Company agreed to sell and issue to Yorkville the New Commitment Debenture in the aggregate principal amount of $5 million.

The issuance and sale of the New Commitment Debenture is subject to certain conditions and limitations, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

The New Commitment Debenture, when issued, will mature on the one-year anniversary of the issuance date of the New Commitment Debenture.

Further, interest will accrue on the outstanding principal balance of the New Commitment 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 New Commitment Debenture) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the New Commitment Debenture into Ordinary Shares at the lower of (i) the Fixed Conversion Price or (ii) the Variable Conversion Price;

provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the New Commitment Debenture) then in effect and the nominal value of one Ordinary Share.

On December 30, 2024, the Company and Yorkville also entered into the Exchange Agreement, pursuant to which the Company agreed, subject to the satisfactions of certain conditions precedent, to issue 1,242 Preferred Shares, each with a nominal value of €300, to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Convertible Debentures, the 2024 Debentures, the New Commitment Debenture (if issued) and the Advance Debentures.

The closing of the transactions contemplated by the Exchange Agreement are subject to certain conditions precedent, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

On February 12, 2025, the Company and Yorkville entered into the First Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, (i) provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of the First Advance Debenture and (ii) extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from January 15, 2025 to February 28, 2025.

In addition, the parties agreed in the First Omnibus Amendment that any and all obligations of Yorkville to provide additional funding to the Company, including in connection with the Yorkville Restructuring Investment, shall be considered to be satisfied by the commitments made pursuant to the Securities Purchase Agreement and the First Omnibus Amendment.

On March 7, 2025, the Company and Yorkville entered into the Second Omnibus Amendment pursuant to which the parties agreed to modify the terms of the Exchange Agreement to (i) amend the floor price provided for in the Exchange Agreement and (ii) to extend the termination date with respect to the obligations of Yorkville under the Exchange Agreement from January 15, 2025 to April 15, 2025.

In addition, the parties agreed in the Second Omnibus Amendment to extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from February 28, 2025 to April 15, 2025.

On March 25, 2025, the Company and Yorkville entered into the into the Third 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 $1 million of the Yorkville Commitment in the form of the Second Advance Debenture.

The issuance of the Second Advance Debenture further reduced the principal amount of the New Commitment Debenture to be issued to $3 million.

Under the terms of the Third Omnibus Amendment, the New Commitment Debenture and the Advance Debentures fall within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto, including, among others, the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

The First Advance Debenture and the Second Advance Debenture will mature on February 12, 2026 and March 24, 2026, respectively.

Further, interest accrues on the outstanding principal balance of the Advance Debentures at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the Advance Debentures) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the Advance Debentures into Ordinary Shares of the Company at the lower of (i) the Fixed Conversion Price or (ii) the Variable Conversion Price;

provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the Advance Debentures) then in effect and the nominal value of one Ordinary Share.

In connection with the transactions contemplated by the Securities Purchase Agreement, Yorkville and SVSE, whose sole member is George O’Leary, the Company’s Chief Executive Officer and sole member of the management board, intend to enter into a call option agreement (the “Call Option Agreement”) before the issuance of the New Commitment Debenture, which is contingent on Nasdaq’s approval to list the Ordinary Shares on the Nasdaq Capital Market.

Pursuant to the Call Option Agreement, SVSE will agree to provide Yorkville with a call option (the “Call Option”) to purchase all of the Ordinary Shares and High Voting Shares held by SVSE at a price of $0.1125 per Ordinary Share and $1.875 per High Voting Share.

Yorkville Commitment

In late December 2024, the Company and Yorkville entered into the Securities Purchase Agreement, pursuant to which the Company agreed to sell and issue to Yorkville the New Commitment Debenture in the aggregate principal amount of $5 million, with a maturity date of one year following the issuance of the New Commitment Debenture.

The issuance of the New Commitment Debenture was subject to certain conditions and limitations, including the condition precedent that the Company shall have received notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market, which occurred on September 4, 2025.

On December 30, 2024, the Company and Yorkville also entered into the Exchange Agreement, pursuant to which the Company agreed, subject to the satisfactions of certain conditions precedent, to issue 1,242 Preferred Shares, each with a nominal value of €300, to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, which at that time included the 2022 Debentures, the 2024 Debentures and the New Commitment Debenture (if issued) (the “Debt Conversion”).

The closing of the Debt Conversion contemplated by the Exchange Agreement was subject to certain conditions precedent, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

On February 12, 2025, the Company and Yorkville entered into the First Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, (i) provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of the First Debenture, a $1,000,000 secured convertible debenture with a maturity date of February 12, 2026 that may be extended at the option of Yorkville, and (ii) extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from January 15, 2025 to February 28, 2025.

In addition, the Company and Yorkville agreed in the First Omnibus Amendment that any and all obligations of Yorkville to provide additional funding to the Company, including in connection with the Yorkville Restructuring Investment, shall be considered to be satisfied by the commitments made pursuant to the Securities Purchase Agreement and the First Omnibus Amendment.

Net proceeds to the Company from the First Debenture were $1,000,000.

Under the terms of the First Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include the First Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On March 7, 2025, the Company and Yorkville entered into the Second Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Exchange Agreement to (i) amend the floor price provided for in the Exchange Agreement to be a price per Ordinary Share equal to $4.00, from the closing date of the Debt Conversion contemplated by the Exchange Agreement until the end of the day that is 6 months from the date of relisting of our Ordinary Shares on the Nasdaq Capital Market, and $1.00 thereafter, and (ii) to extend the termination date with respect to the obligations of Yorkville under the Exchange Agreement from January 15, 2025 to April 15, 2025.

In addition, the Company and Yorkville agreed in the Second Omnibus Amendment to extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from February 28, 2025 to April 15, 2025.

On March 25, 2025, the Company and Yorkville entered into the Third Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of the Second Debenture, a second $1,000,000 secured convertible debenture with a maturity date of March 24, 2026 that may be extended at the option of Yorkville.

Net proceeds to the Company from the Second Debenture were $1,000,000.

As a result of the issuance of the First Debenture and the Second Debenture, and pursuant to the Third Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $3,000,000.

Under the terms of the Third Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On April 24, 2025, the Company and Yorkville entered into the Fourth Omnibus Amendment, pursuant to which the Company and Yorkville 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 the Third Debenture, a secured convertible debenture in the aggregate principal amount of $500,000 with a maturity date of April 24, 2026 that may be extended at the option of Yorkville.

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

As a result of the issuance of the Third Debenture, and pursuant to the Fourth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $2,500,000.

Under the terms of the Fourth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On May 26, 2025, the Company and Yorkville entered into the Fifth Omnibus Amendment, pursuant to which the Company and Yorkville 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 $750,000 in the form of the Fourth Debenture, a secured convertible debenture in the aggregate principal amount of $750,000 with a maturity date of May 27, 2026 that may be extended at the option of Yorkville.

Net proceeds to the Company from the Fourth Debenture were $750,000.

As a result of the issuance of the Fourth Debenture, and pursuant to the Fifth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $1,750,000.

Under the terms of the Fifth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On July 6, 2025, the Company and Yorkville entered into the Sixth Omnibus Amendment, effective as of June 30, 2025, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and the Maturing Debentures previously issued by the Company.

Pursuant to the Sixth Omnibus Amendment, the Company and Yorkville agreed to extend the maturity date from July 1, 2025 to August 1, 2025 for the Maturing Debentures, and 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 the Seventh Omnibus Amendment and the Eighth Omnibus Amendment, pursuant to which the Company and Yorkville 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 Company and Yorkville agreed to extend the maturity date for the Maturing Debentures from August 1, 2025 to September 1, 2025, and to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to September 1, 2025.

In addition, pursuant to the Eighth Omnibus Amendment, the Company and Yorkville 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 the Fifth Debenture, a secured convertible debenture in the aggregate principal amount of $190,000 with a maturity date of August 6, 2026 that may be extended at the option of Yorkville.

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

As a result of the issuance of the Fifth Debenture, and pursuant to the Eighth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $1,560,000.

Under the terms of the Eighth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On August 15, 2025, the Company and Yorkville entered into the Ninth Omnibus Amendment, pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and the Maturing Debentures previously issued by the Company.

Pursuant to the Ninth Omnibus Amendment, the Company and Yorkville 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 the Sixth Debenture, a secured convertible debenture in the aggregate principal amount of $350,540, with a maturity date of August 15, 2026 that may be extended at the option of Yorkville.

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

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

Under the terms of the Ninth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture, the Sixth Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

Following the Company’s receipt on September 4, 2025 of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market, on September 5, 2025, the Company and Yorkville entered into the Tenth Omnibus Amendment, pursuant to which the Company and Yorkville 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 Tenth Omnibus Amendment, the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, (1) increase the aggregate principal amount of the New Convertible Debenture by an additional $2,200,000 for a total of $7,200,000, and (2) provide for an immediate advance by Yorkville to the Company of $3,409,460, which comprises 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 the Seventh Debenture, a secured convertible debenture in the aggregate principal amount of $3,409,460 with a maturity date of September 5, 2026 that may be extended at the option of Yorkville (the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture, the Sixth Debenture and the Seventh Debenture, collectively, are the “Advance Debentures”).

Net proceeds to the Company from the Seventh Debenture were $3,409,460.

As a result of the issuance of the Seventh Debenture, and pursuant to the Tenth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $7,200,000, consisting of the amounts advanced to the Company under the Seventh Debenture and each of the other Advance Debentures.

Under the terms of the Tenth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include all of the Advance Debentures within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

In connection with the Seventh Debenture, the management board resolved to issue an additional 159 Preferred Shares to Yorkville upon the satisfaction of the terms and conditions of the Exchange Agreement (in addition to the 1,242 Preferred Shares to be issued as forth in the Exchange Agreement) in exchange for the surrender and cancellation of the additional indebtedness incurred to Yorkville.

On September 5, 2025, pursuant to an Exchange Agreement, as amended, and as a result of the receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market on September 4, 2025, the Company issued 1,401 Preferred Shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Debentures, the 2024 Debentures, and all of the Advance Debentures.

The Preferred Shares are convertible into Ordinary Shares at a price per Ordinary Share equal to the Variable Conversion Price.

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

In connection with the transactions contemplated by the Securities Purchase Agreement, Yorkville and SVSE LLC (“SVSE”), whose sole member is George O’Leary, who previously served as the Company’s Chief Executive Officer until September 9, 2025 and as the sole member of the Company’s management board until December 31, 2025, intend to enter into a call option agreement (the “Call Option Agreement”), pursuant to which SVSE will agree to provide Yorkville with a call option (the “Call Option”) to purchase all of the Ordinary Shares and High Voting Shares held by SVSE at a price of $0.1125 per Ordinary Share and $1.875 per High Voting Share.

The Call Option will expire at 5:00 p.m.

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All Other Fees (4)

“Audit Fees” include fees associated with the annual audit, consultations on various accounting issues, performance of local statutory audits and comfort letters and review of offering documents filed with the SEC.

“Audit Related Fees” include fees for professional services rendered by the principal accountant and not included under the prior category.

These services include, among others, fees relating to the issuance of limited assurance and other review reports in connection with our offering of securities.

“Tax Fees” include fees for professional services rendered by the principal accountant for tax compliance, advice and planning.

“All Other Fees” include fees for products and services provided by the principal accountant, other than Audit Fees and Audit-Related Fees.

“Audit Fees” include fees billed for professional services rendered for the audit of Sono Group N.V.’s year-end consolidated financial statements, reviews of the quarterly condensed consolidated financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

These services include, among others, provision of comfort letters, consultations on various accounting issues, performance of local statutory audits and review of offering documents filed with the SEC.

“Audit Related Fees” include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Sono Group N.V.’s year-end financial statements and are not reported under “Audit Fees”.

“Tax Fees” include fees for professional services rendered for tax compliance, tax advice and tax planning.

“All Other Fees” include fees for products and services provided, other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

Pre-Approval Policies and Procedures

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statement of Changes in Shareholders' Equity

Consolidated Statement of Cash Flows

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

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Description of Document

Articles of Association of Sono Group N.V.

(translated into English) (incorporated herein by reference to Exhibit 3.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

Proposed amendment of the Company’s articles of association with Part A (English translation) (incorporated herein by reference to Exhibit 99.3 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 23, 2024)

Proposed amendment of the Company’s articles of association with Part B (English translation) (incorporated herein by reference to Exhibit 99.4 of the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 23, 2024)

Proposed amendment of the Company’s articles of association with Part C (increased authorized capital) (English translation) (incorporated herein by reference to Exhibit 99.5 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 23, 2024)

Articles of Association of Sono Group N.V., as amended effective September 9, 2025 (Dutch and English translations) (incorporated herein by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10‑K filed with the SEC on April 17, 2025)

Form of internal rules of the management board of Sono Group N.V.

(incorporated by reference to Exhibit 3.2 to Amendment No.

1 to the Company’s Registration Statement on Form F-1 (File No.

333-260432) filed with the SEC on November 8, 2021)

(incorporated herein by reference to Exhibit 3.2 of Sono Group N.V.’s Registration Statement of Foreign Private Issuer on Form F-1 filed with the SEC on November 8, 2021)

Form of internal rules of the supervisory board of Sono Group N.V.

(incorporated by reference to Exhibit 3.3 to Amendment No.

1 to the Company’s Registration Statement on Form F-1 (File No.

333-260432) filed with the SEC on November 8, 2021)

Description of the rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934

(incorporated herein by reference to Exhibit 3.3 of Sono Group N.V.’s Registration Statement of Foreign Private Issuer on Form F-1 filed with the SEC on November 8, 2021)

Description of the rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Annual Report on Form 10-K filed with the SEC on April 17, 2025)

Pre-Funded Warrant, dated March 10, 2026, issued by Sono Group N.V.

to YA II PN, Ltd.

(incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to Amendment No.

1 to the Company’s Registration Statement on Form F-1 (File No.

1 to Sono Group N.V.’s Registration Statement on Form F-1 (File No.

333-260432) filed with the SEC on November 8, 2021)

Form of Long-Term Incentive Plan of Sono Group N.V.

(incorporated herein by reference to Exhibit 10.1 of the Company's Registration Statement on Form F-1 (File No.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Registration Statement on Form F-1 (File No.

333-260432) filed with the SEC October 22, 2021)

Conversion Stock Option Program 2020 (incorporated herein by reference to Exhibit 10.2 of the Company’s Registration Statement on Form F-1 (File No.

Conversion Stock Option Program 2020 (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Registration Statement on Form F-1 (File No.

333-260432) filed with the SEC on October 22, 2021)

Form of Indemnification Agreement between Sono Group N.V.

and members of the management board (incorporated herein by reference to Exhibit 10.3 of the Company’s Registration Statement on Form F-1 (File No.

and members of the management board (incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Registration Statement on Form F-1 (File No.

333-260432) filed with the SEC on October 22, 2021)

Form of Indemnification Agreement between Sono Group N.V.

and members of the supervisory board (incorporated herein by reference to Exhibit 10.4 of the Company’s Registration Statement on Form F-1 (File No.

and members of the supervisory board (incorporated herein by reference to Exhibit 10.4 of Sono Group N.V.’s Registration Statement on Form F-1 (File No.

333-260432) filed with the SEC on October 22, 2021)

Registration Rights Agreement by and between Sono Group N.V.

and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 4.1 of the Company’s Registration Statement on Form F-3 (File No.

and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Registration Statement on Form F-3 (File No.

333-268709 filed with the SEC on December 8, 2022)

Securities Purchase Agreement by and between Sono Group N.V.

and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 10.1 of the Company’s Registration Statement on Form F-3 (File No.

and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Registration Statement on Form F-3 (File No.

333-268709) filed with the SEC on December 8, 2022)

Form of Convertible Debenture issued to YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.2 of the Company’s Registration Statement on Form F-3 (File No.

(incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Registration Statement on Form F-3 (File No.

333-268709) filed with the SEC on December 8, 2022)

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and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 4.9 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023)

(incorporated herein by reference to Exhibit 4.9 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

Amendment No.

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and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 4.10 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023)

(incorporated herein by reference to Exhibit 4.10 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

Continuation Agreement between Sono Group N.V.

and Sono Motors GmbH, dated November 20, 2023 (incorporated herein by reference to Exhibit 4.9 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022)

and Sono Motors GmbH, dated November 20, 2023 (incorporated herein by reference to Exhibit 4.9 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

Funding Commitment Letter issued by YA II PN, Ltd.

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to Sono Group N.V.

(incorporated herein by reference to Exhibit 4.13 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023)

(incorporated herein by reference to Exhibit 4.13 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

Amendment No.

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to Sono Group N.V.

(incorporated herein by reference to Exhibit 4.14 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023)

(incorporated herein by reference to Exhibit 4.14 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

Shareholders Commitment Letter issued by Laurin Hahn and Jona Christians and agreed to and acknowledged by Sono Group N.V.

and Sono Motors GmbH, dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.11 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022)

and Sono Motors GmbH, dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.11 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

Settlement Agreement between Sono Group N.V.

and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.12 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022)

and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.12 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

Back-to-Back Letter of Comfort between Sono Group N.V.

and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.13 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022)

and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.13 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

Amendment No.

1, dated May 8, 2024, to the Back-to-Back Letter of Comfort between Sono Group N.V.

and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.18 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023)

and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.18 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

Prolongation Agreement between YA II PN, Ltd.

and Sono Group N.V., dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.14 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022)

Form of Convertible Debenture issued to YA II PN, Ltd.(incorporated herein by reference to Schedule 3 to Exhibit 4.10 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022)

and Sono Group N.V., dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.14 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

Form of Convertible Debenture issued to YA II PN, Ltd.(incorporated herein by reference to Schedule 3 to Exhibit 4.10 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

Sale and Transfer Agreement, dated February 1, 2024, by and among Laurin Hahn, Bambino 255.

V V UG, SVSE LLC and Sono Group N.V.

(1) (incorporated herein by reference to Exhibit 99.1 to Amendment No.

V V UG, SVSE LLC and Sono Group N.V.(1) (incorporated herein by reference to Exhibit 99.1 to Amendment No.

1 to Schedule 13D filed by Laurin Hahn with the SEC on March 25, 2024)

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Guaranty Agreement, dated June 20, 2024, between SVSE LLC and Sono Motors GmbH, with and for the benefit of YA II PN, Ltd.

(incorporated herein by reference to Exhibit 4.23 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023)

(incorporated herein by reference to Exhibit 4.23 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

Securities Purchase Agreement, dated December 30, 2024, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

Form of Secured Convertible Debenture (incorporated herein by reference to Exhibit 4.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

Form of Secured Convertible Debenture (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

Exchange Agreement, dated December 30, 2024, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.2 of the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

(incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

Form of Call Option Agreement, by and between SVSE LLC and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 4.2 of the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

Omnibus Amendment to Transaction Documents, dated February 12, 2025, by and between Sono Group N.V.

(incorporated herein by reference to Exhibit 4.2 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

Secured Convertible Debenture, dated February 12, 2025, issued by Sono Group N.V.

to YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 13, 2025)

First Omnibus Amendment to Transaction Documents, dated February 12, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed with the SEC on February 13, 2025)

Omnibus Amendment to Transaction Documents, dated March 7, 2025, by and between Sono Group N.V.

(incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 13, 2025)

Second Omnibus Amendment to Transaction Documents, dated March 7, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed with the SEC on March 7, 2025)

Omnibus Amendment to Transaction Documents, dated March 25, 2025, by and between Sono Group N.V.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 7, 2025)

Secured Convertible Debenture, dated March 25, 2025, issued by Sono Group N.V.

to YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 26, 2025)

Third Omnibus Amendment to Transaction Documents, dated March 25, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed with the SEC on March 26, 2025)

Secured Convertible Debenture, dated February 12, 2025, issued by Sono Group N.V.

(incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 26, 2025)

Secured Convertible Debenture, dated April 24, 2025, issued by Sono Group N.V.

to YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed with the SEC on February 13, 2025)

Secured Convertible Debenture, dated March 25, 2025, issued by Sono Group N.V.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on April 25, 2025)

Fourth Omnibus Amendment to Transaction Documents, dated April 24, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on April 25, 2025)

Fifth Omnibus Amendment to Transaction Documents, dated May 26, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on May 27, 2025)

Secured Convertible Debenture, dated May 27, 2025, issued by Sono Group N.V.

to YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed with the SEC on March 26, 2025)

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on May 27, 2025)

Sixth Omnibus Amendment to Transaction Documents, dated July 6, 2025 and effective as of June 30, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on July 8, 2025)

Seventh Omnibus Amendment to Transaction Documents, dated August 6, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025)

Eighth Omnibus Amendment to Transaction Documents, dated August 6, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025)

Secured Convertible Debenture, dated August 6, 2025, issued by Sono Group N.V.

to YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025)

Secured Convertible Debenture, dated August 15, 2025, issued by Sono Group N.V.

to YA II PN, Ltd.

(incorporated herein by reference to Exhibit 4.6 of Sono Group N.V.’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2025)

Ninth Omnibus Amendment to Transaction Documents, dated August 15, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.9 of Sono Group N.V.’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2025)

Tenth Omnibus Amendment to Transaction Documents, dated September 5, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 5, 2025)

Secured Convertible Debenture, dated September 5, 2025, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 5, 2025)

Convertible Debenture, dated January 26, 2026, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on January 29, 2026)

Convertible Debenture, dated February 19, 2026, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 24, 2026)

Pre-Funded Warrant Securities Purchase Agreement, dated March 10, 2026, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026)

Registration Rights Agreement, dated March 10, 2026, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026)

Convertible Debenture, dated March 10, 2026, by and between Sono Group N.V.

and YA II PN, Ltd.

(incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026)

International Swaps and Derivatives Association, Inc.

2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V.

(incorporated by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026)

International Swaps and Derivatives Association, Inc.

Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V.

(incorporated by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026)

International Swaps and Derivatives Association, Inc.

Credit Support Annex to the Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V.

(incorporated by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026)

Consulting Agreement, dated September 9, 2025, by and between Sono Group N.V., McGurn Advisors LLC and Kevin McGurn (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 9, 2025)

Insider Trading Policy of Sono Group N.V.

List of Significant Subsidiaries (incorporated herein by reference to Exhibit 21.1 of the Company’s Registration Statement on Form F-1 (File No.

333-260432) filed on October 22, 2021)

(incorporated herein by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10 K filed with the SEC on April 17, 2025)

List of Significant Subsidiaries

Consent of Grassi & Co., CPAs, P.C.

Powers of Attorney (included on the signature page hereto)

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Inline XBRL Instance Document

Inline XBRL Schema Documents

Inline XBRL Schema Document

Inline XBRL Calculation Linkbase Document

Inline XBRL Definition Linkbase Document

Inline XBRL Label Linkbase Document

Inline XBRL Presentation Linkbase Document

Inline XBRL Definition Linkbase Document

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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Furnished herewith.

Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

(1) This exhibit contains a typographical error with respect to “Bambino 225.

The correct legal name is “Bambino 255.

Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant agrees to furnish a copy of the omitted exhibits and schedules to the SEC on a supplemental basis upon its request.

Indicates management contract or compensatory plan or arrangement.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) 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 .

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .

SONO GROUP N.V.

April 1, 2026

/s/ George O’Leary

George O’Leary

/s/ Kevin McGurn

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ George O’Leary

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr.

Kevin McGurn or Mr.

Scott Calhoun his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ Kevin McGurn

Chief Executive Officer (Principal Executive Officer) and Member of the Management Board

April 1, 2026

George O’Leary

Scott Calhoun

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statement of Changes in Shareholders' Equity

Consolidated Statement of Cash Flows

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of Sono Group N.V.

(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

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The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company (i) has incurred losses and negative cash flows from operations since inception, (ii) has an accumulated deficit and negative equity, (iii) is dependent on its ability to comply with the terms of certain investment related agreements to access the unfunded amounts provided for therein or obtain alternative financing, which raise substantial doubt about its ability to continue as a going concern.

As discussed in Note 3 to the financial statements, the Company (i) has incurred recurring operating losses and negative cash flows from operations since inception resulting in an accumulated deficit and negative equity, (ii) has a significant amount of convertible debentures nearing maturity, and (iii) is subject to various uncertainties related to the Company’s digital asset treasury strategy and exit from Sono Motors GmbH in 2026, which raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Explanatory Paragraph—Change in Accounting Framework

The Company adopted U.S.

generally accepted accounting principles (U.S.

GAAP) in place of International Financial Reporting Standards (IFRS) as its basis of accounting, effective January 1, 2025.

The comparative financial information presented for current and prior periods has been retrospectively adjusted to conform to U.S.

GAAP as detailed in Note 2 to the consolidated financial statements.

Our opinion is not modified with respect to this matter.

Explanatory Paragraph—Correction of an Error with a Prior Year Impact

As discussed in Note 2 to the consolidated financial statements, the 2023 consolidated financial statements has been restated to correct a misstatement in Research and Development expenses.

The misstatement related to expenses recorded in the incorrect period.

The correction of the misstatement resulted in an adjustment of Research and Development expenses in the year ended December 31, 2023 of $352k EUR.

Our opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

/s/ GRASSI & CO., CPAs, P.C.

We have served as the Company’s auditor since 2024.

Jericho, New York

Glastonbury, Connecticut

April 1, 2026

SONO GROUP NV

SONO GROUP N.V.

CONSOLIDATED BALANCE SHEETS

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Prepaid taxes

Prepaid expenses and other

Prepaid expenses and other current assets

Total Current Assets

Property, plant and equipment, net of accumulated depreciation of KEUR 51 and KEUR- 0 - as of December 31, 2024 and 2023, respectively

Property, plant and equipment, net

Right of use lease assets

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Convertible notes payable at fair value

24,035 25,629

VAT payable 487 14,350

Deferred revenue

Other current liabilities

Total Current Liabilities

25,160 96,608

Long-Term Liabilities

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Total Liabilities

25,732 97,238

Commitments and Contingencies (see Note 14)

Shareholders ’ Equity

Ordinary Shares, par value € 0.02 per share, 4,300,000 shares authorized, 1,409,885 and 1,408,895 shares issued and outstanding as of December 31, 2024 and 2023, respectively (1)

High Voting Shares, par value € 0.5 per share, 53,400 shares authorized, 40,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively (1)

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

Ordinary Shares, par value € 0.01 per share, 120,000,000 shares authorized, 1,424,834 and 1,409,885 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively (1)

High Voting Shares, par value € 0.25 per share, 40,000 shares authorized, 40,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively (1)

Additional paid-in capital

298,699 298,621

Accumulated deficit

( 321,428 ) ( 386,454 )

Total Shareholders’ Equity

( 22,681 ) ( 87,688 )

Total Liabilities and Shareholders’ Equity

In December 2024, the Company effected a 1-for-75 reverse share split for Ordinary Shares and High Voting Shares.

All share and per-share data have been retroactively adjusted throughout this report to account for this share split.

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.

The amounts presented for the year ended December 31, 2023 reflect the prior nominal values of €0.06 and €1.50.

In connection with the Debt Conversion and implementation of proposals approved at January 2024 EGM, the Company also decreased the nominal value per share from €0.02 to €0.01 for Ordinary Shares and from €0.50 to €0.25 for High Voting Shares.

At the same time the authorized share capital was changed from 4,300,000 to 120,000,000 Ordinary Shares, from 53,400 to 40,000 High Voting Shares, and from no Preferred Shares to 1,401 Preferred Shares.

See the accompanying notes to these Consolidated Financial Statements

SONO GROUP NV

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

SONO GROUP N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,

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General and administrative expenses

Research and development

(Gain)/Loss on deconsolidation/reconsolidation

( 62,554 ) 21,778

Research and development expenses

Gain on reconsolidation

Other Operating income

( 398 ) ( 976 )

Total Operating Expenses and Costs

( 56,508 ) 51,261

Income (Loss) from Operations

56,508 ( 51,289 )

Other Income (Expenses)

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

Interest income

Interest expense

(Loss)/Gain on foreign currency translation

Total Other Income (Expenses)

Net Income (Loss)

65,026 ( 45,707 )

Net income (loss) per share to common shareholders:

€ 44.86 € ( 31.99 )

€ 3.77 € ( 31.99 )

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

Foreign currency gain / (loss)

Total Other Income

Net income per share to common shareholders:

Weighted average number of common shares:

1,449,485 1,428,858

17,254,895 1,428,858

See the accompanying notes to these Consolidated Financial Statements

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Ordinary Shares

Preferred Shared Outstanding

Preferred Shares

Additional Paid in Capital

Accumulated Deficit

Total Shareholder’s Equity

Balance at December 31, 2022

Retroactive reclassification of par value in connection with December 2024 reverse share split

Convertible debentures conversion

Exercise of share options

Share-based compensation

Loss for the period

Total Shareholder’s Deficit

Balance at December 31, 2023

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Balance at December 31, 2024

Issuance of Ordinary Shares in connection with December 2024 reverse share split

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

Exercise of share options

Income for the period

Balance at December 31, 2025

See the accompanying notes to these Consolidated Financial Statements

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Net income (loss)

65,026 ( 45,707 )

Adjustments to reconcile net income to net cash used in operating activities

Depreciation of property, plant and equipment

Impairment of property, plant and equipment

Stock based compensation

( 19 ) ( 572 )

Gain on deconsolidation / reconsolidation

( 62,554 ) ( 40,122 )

Income / (loss) from changes in fair value of convertible note payable carried at fair value

( 8,923 ) ( 5,404 )

Gain on reconsolidation

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

Non-cash lease expense

Other non-cash (income) / expense

Movements in provisions

Interest paid

Changes in operating assets and liabilities:

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Prepaid expenses and other

Right of use lease assets

Accounts payable and accrued expenses

Advance payments received from customers

Lease Liability

Other current liabilities

Net cash used in operating activities

( 14,687 ) ( 11,422 )

Cash Flows from Investing Activities

Acquisition of property and equipment

( 80 ) ( 3,842 )

Reconsolidation (deconsolidation) of the Subsidiary cash balance

1,305 ( 7,481 )

Reconsolidation of the Subsidiary cash balance

Net cash provided by (used in) investing activities

1,225 ( 11,323 )

Cash Flows from Financing Activities

Proceeds from the issuance of convertible notes

Proceeds from issue of shares on stock option scheme

Proceeds from the issuance of shares from conversion of employee options

Proceeds from issuance of Ordinary Shares in private placement

Net cash provided by financing activities

Net increase / (decrease) in cash

( 6,462 ) ( 22,739 )

Effect of currency translation on cash and cash equivalents

Effect of currency translation on cash

Net decrease in cash

Cash at December 31, 2024

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Cash paid during the period for income tax

Non-cash investing and financing activities:

Convertible debt exchanged for preferred stock

See the accompanying notes to these Consolidated Financial Statements

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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.

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The business address of the Company is Waldmeisterstraße 93, 80935 Munich, Germany (trade register number:

Sono N.V.’s sole and wholly-owned subsidiary, Sono Motors GmbH (“Sono Motors” or the “Subsidiary”), is registered in the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of Munich, Germany, under HRB 224131.

Sono N.V.’s wholly-owned subsidiary, Sono Motors GmbH (“Sono Motors” or the “Subsidiary”), is registered in the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of Munich, Germany, under HRB 224131.

Sono Motors’ registered headquarters is Waldmeisterstraße 93, 80935 Munich, Germany.

Sono N.V.’s 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.

is the ultimate parent of the Group.

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The Subsidiary withdrew its application for Preliminary Self-Administration Proceedings (as defined herein) on January 31, 2024, and the Subsidiary exited its Self-Administration Proceedings on February 29, 2024.

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

These 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”).

Subsequent to December 31, 2025, the Company's management board, with the approval of the supervisory board, adopted the Treasury Strategy (as defined herein), under which the principal holding in the Company's treasury reserve will be allocated to digital assets, principally Bitcoin, by applying a covered-call yield strategy.

In connection with the Treasury Strategy, the Company entered into a series of agreements with Blockchain.com (BVI) II Limited to facilitate related derivative and hedging transactions.

Concurrently, the Company determined to cease funding to the Subsidiary (Sono Motors GmbH) and to initiate its exit from the legacy solar operations.

The Company intends to solicit the ratification by its shareholders of the engagement by the Company in the Treasury Strategy.

See “Note 16 Subsequent Events” and “Note 3 Liquidity and Going Concern” for additional information.

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

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Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

The accompanying consolidated financial statements have been prepared in conformity with U.S.

GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for annual financial reporting.

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Substantially all of the Company’s operations are conducted in EUR and the current reporting currency is the same as the functional currency.

At the end of the second quarter of 2024, the Company determined that it no longer qualified as a foreign private issuer under the SEC rules.

As a result, beginning January 1, 2025, the Company became subject to the reporting requirements applicable to U.S.

domestic issuers.

Accordingly, these consolidated financial statements have been prepared in accordance with U.S.

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.

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.

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NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

For financial statement purposes, the Company considers all cash in the bank to be cash.

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.

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

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$ 0.0 M and $ 0.0 M in US bank cash balances in excess of the FDIC insured limit as of December 31, 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.

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.

Additionally, the Company elected the exemption available under ASC 842-20-25-2 for short term lease agreements and recognizes lease payments on a straight line basis.

ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

The Company’s leases do not provide an implicit rate.

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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 to the cost of sales.

SONO GROUP NV

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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.

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The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

During the twelve months ending December 31, 2025 and 2024 there were no indicators of impairment.

Revenue Recognition

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.

The Company typically recognizes revenue upon formal acceptance by the customer.

Control is considered to be transferred when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of that good.

We consider this the point at which the performance obligation is fulfilled, and the customer obtains control of the promised good or service.

Revenue is recognized upon delivery and successful customer acceptance (i.e., transfer of risks and rewards as well as physical possession).

Engineering Services:

Revenue is also recognized upon acceptance by the customer, as these services are typically customized and do not provide incremental value until completion.

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 December 31, 2025 and December 31, 2024 was EUR 5 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

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Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.

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 instrument.

SONO GROUP NV

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NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Stock-Based Compensation

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

Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.

Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial.

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

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NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign Currency Transactions

Transactions denominated in currencies other than the functional currency are re-measured into the functional currency at the exchange rate in effect at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rate in effect at the balance sheet date.

Gains and losses resulting from these transactions are included in "Other income (expense), net" in the consolidated statements of operations.

Net Income / (Loss) per Share

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

During the year ended December 31, 2023 the Company reported a net loss and excluded all outstanding stock options and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive.

As of December 31, 2024 the Company reported net income and accordingly, included outstanding stock options and the shares indexed to the Convertible Notes Payable at Fair Value of 33,689 and 15,771,230 respectively.

(KEUR, except per share amounts)

Weighted average shares outstanding - basic

dilutive effect of stock options

dilutive effect of convertible debentures

dilutive effect of shares indexed to preferred stock

Weighted average shares outstanding - diluted

Net income per share - basic

Net income per share - diluted

For the years ended December 31, 2025 and 2024, all potentially dilutive securities were included in the computation of diluted net income per share as their effect was dilutive given the net income position in each period.

Business Segments

The Company uses the “management approach” to identify its reportable segments.

The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments.

Using the management approach, the Company determined that it has one operating segment, solar retrofitting of vehicles.

Correction of an Error in Research and Development Expenses

During the preparation of the financial statements for the year ended December 31, 2024, the Company identified an error resulting from the misclassification of certain costs associated with research and development activities.

Specifically, amounts incurred for services provided in fiscal year 2023 were erroneously recorded within fiscal year 2024.

The error has been corrected retrospectively by reclassifying the affected amounts to the proper fiscal year.

As a result, 2023 Research and Development expenses which had been reported at $ 15,783 was restated to $ 16,136 and Accounts payable and accrued expenses which had been reported at $ 55,798 was restated to $ 56,576 .

The accumulated deficit was restated as a result of the foregoing changes from $ 385,677 to $ 386,454 .

We operate our business as one operating segment.

An operating segment is defined as a component of an enterprise for which separate discrete financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

Our CODM is the Company’s Chief Executive Officer.

Reportable segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance.

Our CODM is regularly provided with consolidated expense information and uses consolidated net income (loss) as the measure of profit or loss in deciding whether to continue with research and development efforts or to return capital to shareholders.

Correction of an Immaterial Revision in Previously Issued Financial Statements

The Company has revised the statement of cash flow for the year ended December 31, 2024 to revise the presentation of net cash used in operating activities to include a gain on foreign currency exchange rates that was previously included in the effect of exchange rate changes on cash and cash equivalents.

As a result, net cash used in operating activities and the effect of exchange rate changes on cash and cash equivalents decreased by EUR 0.4 million for the year ended December 31, 2024.

Recently Issued Pronouncements

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Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s consolidated financial statements.

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.

Upon adoption, ASU 2024 - 01 is not expected to have an impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No.

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Recently Adopted Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures (“ASU 2023 - 07” ), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023 - 07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, on an interim and annual basis.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this standard in the year ended December 31, 2024.

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

In December 2023, the FASB issued Accounting Standards Update 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures (“ASU 2023 - 09” ), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this standard in the year ended December 31, 2024.

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.

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Liquidity and Going Concern

During the second quarter of 2014, the FASB issued ASU No.

2014 - 15, Presentation of Financial Statements - Going Concern (Subtopic 205 - 40 ):

Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.

This update provided U.S.

GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures.

Under this standard, 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 1, 2026).

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 twelve months after the date the financial statements are issued, in accordance with ASC 205-40.

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 April 1, 2027.

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 December 31, 2024, the Company had cash balances of EUR1.4 million, a working capital deficit of EUR22.9 million and an accumulated deficit of EUR( 321.4 ) million.

For the year ended December 31, 2024, the Company had net income of EUR65.0 million, which includes a gain from deconsolidation/reconsolidation.

The Company used cash from operating activities of EUR( 14.7 ) million.

The Company expects to continue to incur small net losses and have net cash outflows for at least the next 12 months, offset by cash flows from financing 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 the additional funding commitment from YA II PN, Ltd (“Yorkville”) is 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.

As of December 31, 2025, the Company had cash and cash equivalents of € 206 thousand, an accumulated deficit of € 317.4 million, net operating loss of € 7.7 million and negative operating cash flows of € 7.3 million for the year then ended.

The Company has incurred recurring operating losses and negative cash flows from operations since inception, primarily attributable to the operations of its solar technology subsidiary, Sono Motors GmbH.

These conditions raised substantial doubt about the Company's ability to continue as a going concern.

Subsequent to December 31, 2025, management implemented a series of actions intended to improve the Company's liquidity position and reduce its ongoing cash requirements.

These actions included:

(i) raising gross proceeds of approximately $ 5.0 million in March 2026, consisting of a $ 3.0 million convertible debenture and a pre-funded warrant issued for aggregate proceeds of approximately $ 2.0 million;

(ii) adopting the Treasury Strategy and entering into an institutional framework with Blockchain.com (BVI) II Limited in the form of the ISDA Master Agreement and the related Schedule and Credit Support Annex, to facilitate related derivative and hedging transactions in connection with the Company's digital asset holdings;

and (iii) terminating current and future funding commitments to the Subsidiary (Sono Motors GmbH) and initiating the Company's exit from its legacy solar operations conducted through the Subsidiary, which is expected to materially reduce the Company's ongoing cash outflows.

Management has evaluated the significance of the conditions described above in relation to the Company's ability to meet its obligations and believes that these actions, taken together, may provide sufficient resources to fund its streamlined operating plan, consisting principally of holding company overhead and public company compliance costs, for at least twelve months from the date the financial statements are issued.

However, the Company's ability to maintain adequate liquidity remains subject to significant uncertainties, including the price volatility and liquidity characteristics of digital assets, the terms and potential collateral requirements of transactions entered into in connection with the Treasury Strategy pursuant to the Credit Support Annex, the timing and costs associated with exiting the legacy solar operations (which the Company is currently unable to estimate), and the maturity of the convertible debenture issued to Yorkville in March 2026, which matures in March 2027 and may require refinancing or conversion prior to or at maturity.

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

SONO GROUP NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

NOTE 4 – DECONSOLIDATION DUE TO LOSS OF CONTROL

Gain from Deconsolidation and Extinguishment of Debt

At the close of February 2023, Sono Group announced the decision to restructure the business model to focus exclusively on retrofitting and integrating solar technology into third -party vehicles going forward.

At the same time, Sono Group discontinued the Sion passenger car program with immediate effect and terminated approximately 250 employees.

Management ultimately concluded that Sono Motors was over-indebted and faced impending illiquidity ( drohende Zahlungsunfähigkeit ), with Sono N.V., in turn, becoming over-indebted and also facing impending illiquidity.

Consequently, management decided to apply for the opening of self-administration proceedings with respect to Sono N.V.

and Sono Motors with the goal of sustainably restructuring the business.

On May 15, 2023, Sono N.V.

applied to the insolvency court of Munich, Germany (the “Court”), to permit the opening of a self-administration proceeding ( Eigenverwaltung ) with respect to Sono Group N.V.

pursuant to Section 270 (b) of the German Insolvency Code ( Insolvenzordnung ).

On the same day, Sono Motors GmbH applied to the same court to permit the opening of self-administration proceeding in the form of a protective shield proceeding ( Schutzschirmverfahren ) with respect to Sono Motors GmbH pursuant Section 270 (d) of the German Insolvency Code.

Sono Group N.V.

conducts its business through its subsidiary Sono Motors GmbH, and is jointly referred to as “the Company”.

Self-administration proceedings are debtor-in-possession type proceedings under German insolvency law, which are available to businesses in financial distress and typically aim to preserve the business and the entity that are the subject of the proceedings.

In these proceedings, Management retains control and operation of the subject company’s business under the supervision of a custodian, who is initially appointed on a preliminary basis ( vorläufiger Sachwalter ) and is primarily responsible for monitoring the subject company’s compliance with German insolvency law.

On May 17 and May 19, 2023, respectively, the Court admitted the opening of Self-Administration Proceedings with respect to the Company and the Subsidiary on a preliminary basis (the “Preliminary Self-Administration Proceedings”).

The Court also appointed preliminary custodians for each of the Company and the Subsidiary in their respective Preliminary Self-Administration Proceedings.

On September 1, 2023, the Court opened the Self-Administration Proceedings with respect to the Subsidiary (the “Opened GmbH Self-Administration Proceedings”).

As a result, considering all facts and conditions, management concluded that Sono N.V.

lost control over Sono Motors upon opening of insolvency proceedings in self-administration (protective shield proceedings, May 19, 2023).

therefore deconsolidated Sono Motors as of May 19, 2023 in accordance with ASU 810 - 10 - 55.

Upon loss of control, Sono N.V.

derecognized the assets and liabilities of Sono Motors from the consolidated statement of financial position, recognized its remaining investment retained in Sono Motors at its fair value and subsequently accounted for the investment under the equity method of accounting pursuant to ASU 810 - 10 - 55.

In connection with the deconsolidation, the Company recognized no fair value of the subsidiary at the date of deconsolidation, derecognized the carrying value of assets and liabilities transferred, and recorded a gain for the excess of liabilities extinguished over the carrying value of assets derecognized.

Additionally, the Company recognized a provision for potential creditor claims during the Self-Administration Proceedings.

The provision was charged against the deconsolidation gain.

The net deconsolidation gain and reversal of the parental guarantee provision was EUR62.6 million.

See Note 16 — Subsequent Events for additional information regarding the matters described above.

SONO GROUP NV

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DECEMBER 31, 2025 AND 2024

Reconsolidation of Sono Motors GmbH

NOTE 4 – RECONSOLIDATION OF SONO MOTORS GMBH

In February 2023, Sono Group announced its decision to restructure its business model and discontinued the Sion passenger car program.

Following subsequent insolvency proceedings under German law, Sono N.V.

lost control over its subsidiary Sono Motors GmbH and deconsolidated it effective May 19, 2023, in accordance with ASU 810-10-55.

On February 29, 2024, Sono Motors GmbH exited its Self-Administration Proceedings via its plan under the German Insolvency Code, which set out how the Subsidiary intended to restructure its debt and procure the inflow of new cash, including pursuant to a funding commitment from Yorkville.

As a result, all outstanding debts between the Company and the Subsidiary were extinguished, and the Subsidiary was reconsolidated into our consolidated financial statements effective March 1, 2024.

The reconsolidation resulted in a net gain of approximately EUR 62.6 million, reflecting the revaluation of the Subsidiary’s net assets and the extinguishment of parental guarantees and related liabilities.

This gain is recorded in our operating results for the year ended December 31, 2024 and represents the financial impact of regaining control over the Subsidiary.

On March 1, 2024, the Company was deemed to have regained control of Sono Motors.

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Prepaid expenses and other current assets

Accounts payable and other liabilities

Property, plant and equipment, net

Accounts payable and accrued expenses

Net assets recorded on reconsolidation

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DECEMBER 31, 2025 AND 2024

NOTE 5 – PREPAID EXPENSES AND OTHER

Prepaid and other expenses as of December 31, 2024 and 2023 were KEUR103 and KEUR778, respectively.

NOTE 5 – PROPERTY, PLANT, AND EQUIPMENT

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Accumulated depreciation

Depreciation expense during the years ended December 31, 2024 and 2023 was $ 18 and $ 29 , respectively.

Depreciation expense during the years ended December 31, 2025 and 2024 was EUR 31 thousand and EUR 18 thousand, respectively.

NOTE 6 – LEASES

The Company leases its office and warehouse space.

The lease has a remaining life of 5yrs.

The lease has a remaining life of 5.3 years.

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

Lease expense was $ 169 and $ 209 in the years ended December 31, 2024 and 2023, respectively.

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

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Balance Sheet Classification

Liability as of December 31, 2025

Liability as of December 31, 2024

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

Cash paid to satisfy lease liabilities and building lease expense for the twelve months ended December 31, 2025 and 2024 consisted of:

Amortization of right-of-use assets

Interest on lease liability

Short term lease costs

Variable lease costs

Total cash paid to satisfy lease liability and building lease expense

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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Trade accounts payable

Insolvency related payables

Accrued payroll liabilities

Parental guarantee provision

Total accounts payable and accrued liabilities

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

Face value $ 27,656 convertible notes due December 7, 2023 (in default)

24,035 25,629

December 31, 2025

December 31, 2024

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.

The following table reflects the outstanding debt and accrued interest for each tranche as of December 31, 2024 and December 31, 2023:

December 31, 2024

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 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, totaling 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

Accrued Interest

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August 30, 2024

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

February 12, 2025

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

March 25, 2025

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

April 24, 2025

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

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

August 6, 2025

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

August 15, 2025

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

September 5, 2025

December 31, 2024

Maturity Date

Accrued Interest

5 unchanged sentences

December 20, 2022

SONO GROUP NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

Tranch-4 @ 12 % ( 18 % - default rate)

February 5, 2024

Tranch-5 @ 12 % ( 18 % - default rate)

August 30, 2024

August 30, 2025

The 2022 Debentures carry a coupon of 4 % and were convertible into common stock at the holder’s option at, the lower of (i) $ 131.25 , or (ii) 96.5 % of the lowest daily VWAP of the Ordinary Shares during the ( 7 ) consecutive Trading Days immediately preceding the conversion date or other date of determination).

1 unchanged sentence

The 2022 Debentures contain default provisions that accelerate the payment of principal and interest calculated at the default rate of 12 %.

Resulting from the Company’s application for its Self-Administration Proceedings, the 2022 Debentures have been in default since May 15, 2025.

In November 2023, the contractual terms of the 2022 Debentures were renegotiated and significantly amended resulting in modified convertible debentures.

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 .

Resulting from the Company’s application for its Self-Administration Proceedings, the 2022 Debentures have been in default since the filing with the bankruptcy court.

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 .

SONO GROUP NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

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”);

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The February 2024 Debenture has a maturity date of July 2025, and the August 2024 Debenture has a maturity date of August 2025.

The 2025 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”);

provided, that the 2024 Variable Conversion Price may not be lower than (i) a price equal to 20 % of the closing price of the ordinary shares on the trading day immediately prior to the issuance date of the debenture and (ii) the nominal value of one ordinary share.

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, 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.

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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 December 31, 2024 and 2023 are as follows:

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

Indexed common shares

18,537,485 12,441,365

Fair value per share

3 unchanged sentences

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

December 31, 2024

September 5, 2025

(Conversion Date)

December 31, 2024

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Risk Free treasury rates

4.18 % 4.20 %

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.

SONO GROUP NV

2 unchanged sentences

NOTE 9 – SHAREHOLDERS ’ EQUITY

As of December 31, 2024, 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.

As of December 31, 2024, 1,409,885 ordinary shares and 40,000 high voting shares were issued and outstanding.

As of December 31, 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 1,424,834 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 .

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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.

The amounts presented for the year ended December 31, 2023 reflect the prior nominal values of €0.06 and €1.50.

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 December 31, 2024 and 2023 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.

These amendments included, among others, the following changes in the authorized capital:

from 4,300,000 Ordinary Shares, with a nominal value of € 0.02 each, to 120,000,000 Ordinary Shares, with a nominal value of € 0.01 each, from 53,400 High Voting Shares, with a nominal value of € 0.50 each, to 40,000 High Voting Shares, with a nominal value of € 0.25 each, from no Preferred Shares to 1,401 Preferred Shares, with a nominal value of € 300 each.

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

Stock Options

In December 2020, against the background of our intention to terminate all relevant benefits under former employee participation programs from 2017 and 2018 (respectively, “VESP 2017” and “VESP 2018”) pursuant to which employees were granted virtual shares, we adopted our conversion stock option program under the LTIP (“CSOP”).

Under the CSOP, the Company granted 1,850,100 fully vested stock options, each with an exercise price of €0.06 and which are not subject to any performance criteria, with effect as of the closing date of our IPO on November 19, 2021.

Under the CSOP, the Company granted 41,157 fully vested stock options, each with an exercise price of €4.

50 and which are not subject to any performance criteria, with effect as of the closing date of our IPO on November 19, 2021.

The stock options became exercisable one year after the closing of our IPO and are exercisable only in certain windows.

The stock options will expire four years after the closing of our IPO.

The stock options expired on November 18, 2025, four years after the closing of our IPO.

Certain former supervisory board members received one-time awards of restricted stock units for Ordinary Shares (“RSUs”) under the LTIP in connection with the Company’s IPO and such individual’s appointment as a member of the supervisory board, starting from the date of the Company’s IPO.

6 unchanged sentences

DECEMBER 31, 2025 AND 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 years ended December 31, 2025 and 2024:

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Outstanding at January 1, 2024

37,924 4.23 3.2 –

Granted during the period

Exercised during the period

Forfeited during the period

Outstanding December 31, 2023

35,119 4.41 2.0 –

Granted during the period

Outstanding at December 31, 2024

Exercised during the period

Forfeited during the period

Expired during the period

Outstanding at December 31, 2025

33,689 4.46 0.9 –

Exercisable at December 31, 2025

33,689 4.46 0.9 –

The total intrinsic value of options exercised during the years ended December 31, 2025 and December 31, 2024 was EUR 1,850 and EUR( 1,938 ), respectively.

As of December 31, 2025, the aggregate intrinsic value of options outstanding and exercisable was EUR 1,862 , with a weighted average remaining contractual term of 5.83 years.

NOTE 10 – GENERAL AND ADMINISTRATIVE EXPENSES

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Pre-tax book Income (Loss)

63,973 ( 56,028 )

Expected tax/(benefit) at 32.98 % international statutory rates

( 21,098 ) ( 18,478 )

Current Year Change in Valuation Allowance

21,098 18,478

Income tax expense

Deferred Tax Assets/(Liab.) Detail

106,429 103,436

(Gain) From Change in FV of Convertible Debt

( 242 ) ( 242 )

Unrecognized tax losses

Permanent differences

Tax deductible transaction cost

CSOP non tax deductible expenses

RSU supervisory board

ESOP non tax deductible expenses

Non tax deductible expenses

Net Deferred Tax Asset

107,461 104,627

Less valuation allowance

( 107,461 ) ( 104,627 )

Deferred Tax Assets

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The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments.

The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable, derivative financial instruments arising from conversion features embedded in convertible notes for which the conversion rate was not fixed, and equity-class.

The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable.

All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs.

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Total Liabilities

As of December 31, 2023

Convertible notes payable at fair value

Total Liabilities

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 KEUR8,923 and KEUR5,404, respectively.

The table below summarizes the activity for the years ended December 31, 2025 and 2024 respectively.

Convertible Notes

1 unchanged sentence

Balance December 31, 2023

Proceeds from new borrowings

Changes resulting from foreign exchange rates and other

1 unchanged sentence

Balance December 31, 2024

Proceeds from new borrowing

Proceeds from new borrowings

Changes resulting from foreign exchange rates and other

Fair value measurement (gain)/loss

Exchange for preferred stock September 5, 2025

Balance December 31, 2025

3 unchanged sentences

NOTE 16 – SUBSEQUENT EVENTS

On December 23, 2024, the Company amended its articles of association to implement the Reverse Share Split.

The Reverse Share Split was previously approved by the Company’s shareholders at the January 2024 EGM.

The Reverse Share Split took market effect on January 6, 2025, following confirmation from the Financial Industry Regulatory Authority that it had received and reviewed all necessary documentation to process the Reverse Share Split.

See “Note 10–Shareholders’ Equity”.

On December 30, 2024, the Company and Yorkville entered into an exchange agreement (the “Exchange Agreement”), pursuant to which the Company agreed, subject to the satisfactions of certain conditions precedent, to issue 1,242 shares of preferred stock of the Company (the “Preferred Shares”), each with a nominal value of €300, to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the New Commitment Debenture (if issued) and the Advance Debentures (as defined herein) (the “Debt Conversion”).

Under the terms of the Exchange Agreement, as amended on February 12, 2025, March 7, 2025 and March 25, 2025, the Company agreed to issue 1,242 Preferred Shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the New Commitment Debenture (if issued) and the Advance Debentures.

In connection with the conversion of each Preferred Share, the effective conversion price (the “Effective Conversion Price”) per share will be equal to 85 % of the lowest daily volume weighted average price of the Company’s ordinary shares during the 10 trading days immediately preceding the date of the notice of conversion, subject to a floor price equal to (i) $ 4.00 , from the closing date until the end of the day that is six months from the date the ordinary shares are listed on the Nasdaq Capital Market, and (ii) $ 1.00 thereafter.

On February 12, 2025, the Company and Yorkville entered into the into an Omnibus Amendment to Transaction Documents (the “First Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Exchange Agreement and the terms of the securities purchase agreement entered into between the Company and Yorkville on December 30, 2024 ( the “Securities Purchase Agreement”).

Under the terms of the Securities Purchase Agreement, Yorkville committed to provide limited financing to the Company in the amount of $ 5 million (the “Yorkville Commitment”) in the form of a new convertible debenture (the “New Commitment Debenture”), subject to certain conditions and limitations, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of its ordinary shares on the Nasdaq Capital Market.

The First Omnibus Agreement modified the terms of the Securities Purchase Agreement to, among other things, (i) provide for an immediate advance of $ 1,000,000 of the Yorkville Commitment in the form of a $ 1,000,000 secured convertible debenture (the “First Advance Debenture”), and (ii) extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from January 15, 2025 to February 28, 2025.

In addition, the parties agreed in the First Omnibus Amendment that any and all obligations of Yorkville to provide additional funding to the Company, including any obligations arising under the including in connection with the funding commitment letter entered into between the Company and Yorkville that became effective on November 20, 2023, shall be considered to be satisfied by the commitments made pursuant to the Securities Purchase Agreement and the First Omnibus Amendment.

In addition, under the terms of the First Omnibus Amendment, the Company and Yorkville amended the Exchange Agreement to include the First Advance Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On March 7, 2025, the Company and Yorkville entered into a second Omnibus Amendment to Transaction Documents (the “Second Omnibus Amendment”) pursuant to which the parties agreed to modify the terms of the Exchange Agreement to (i) amend the floor price provided for in the Exchange Agreement and (ii) to extend the termination date with respect to the obligations of Yorkville under the Exchange Agreement from January 15, 2025 to April 15, 2025.

On March 25, 2025, the Company and Yorkville entered into the into a third Omnibus Amendment to Transaction Documents (the “Third 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 $ 1,000,000 of the Yorkville Commitment in the form of a second $ 1,000,000 secured convertible debenture (the “Second Advance Debenture” and together with the First Advance Debenture, the “Advance Debentures”).

As a result of the issuance of the Advance Debentures, and pursuant to the Second Omnibus Amendment, the New Commitment 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 $ 3,000,000 .

Under the terms of the Third Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the New Commitment Debenture and the Advance Debentures within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

The First Advance Debenture and the Second Advance Debenture will mature on February 12, 2026 and March 24, 2026, respectively.

Further, interest accrues on the outstanding principal balance of the Advance Debentures at an annual rate of 12 %, which will increase to an annual rate of 18 % upon an Event of Default (as defined in the Advance Debentures) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the Advance Debentures 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 Price”);

provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the Advance Debentures) then in effect and the nominal value of one Ordinary Share.

Subsequent to December 31, 2025, the Company entered into the following material financing and digital-asset transactions.

Management has evaluated these events in accordance with ASC 855, Subsequent Events, and determined that they represent non-recognized subsequent events requiring disclosure but no adjustment to the consolidated financial statements as of and for the year ended December 31, 2025.

a) Yorkville Financings

2026 Convertible Debentures

On January 26, 2026, the Company issued a convertible debenture to Yorkville in the aggregate principal amount of $ 600,000 (the “January 2026 Debenture”).

The January 2026 Debenture matures on January 26, 2027, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the January 2026 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 January 2026 Debenture).

for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the January 2026 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 Price”);

provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the January 2026 Debenture) then in effect or the nominal value of one Ordinary Share.

Net proceeds to the Company from the January 2026 Debenture were $ 600,000 .

In addition, on February 19, 2026, the Company issued a convertible debenture to Yorkville in the aggregate principal amount of $ 750,000 (the “February 2026 Debenture”).

The February 2026 Debenture matures on February 19, 2027, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the February 2026 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 February 2026 Debenture), for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the February 2026 Debenture into Ordinary Shares of the Company at the Variable Conversion Price;

provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the February 2026 Debenture) then in effect or the nominal value of one Ordinary Share.

Net proceeds to the Company from the February 2026 Debenture were $ 750,000 .

Further, on March 10, 2026, the Company issued a convertible debenture (the “March 2026 Debenture”) to Yorkville in the aggregate principal amount of $ 3,000,000 .

The March 2026 Debenture matures on March 10, 2027, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the March 2026 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 March 2026 Debenture), for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the March 2026 Debenture into Ordinary Shares of the Company at the Variable Conversion Price;

provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the March 2026 Debenture) then in effect or the nominal value of one Ordinary Share.

Net proceeds to the Company from the March 2026 Debenture were $ 3,000,000 .

Pre-Funded Warrant Private Placement

As previously announced in the March 10 Current Report, concurrently with the entry into the March 2026 Debenture, on March 10, 2026, the Company and Yorkville entered into a Pre-Funded Warrant Securities Purchase Agreement, dated March 10, 2026 (the “Warrant Purchase Agreement”), pursuant to which, at the closing which occurred on March 10, 2026, the Company issued and sold to Yorkville a pre-funded warrant to purchase up to 283,367 Ordinary Shares of the Company (the “Warrant Shares”), exercisable in whole or in part at any time after issuance (the “Pre-Funded Warrant”).

The aggregate subscription amount for the Pre-Funded Warrant was $ 2,000,004.29 .

Such amount was paid by Yorkville at the closing of the Warrant Purchase Agreement.

The aggregate gross proceeds to the Company from the Private Placement were approximately $ 2,000,004.29 , before deducting the offering expenses payable by the Company, which expenses consist solely of legal fees.

The Company intends to use the net proceeds from the offering for working capital purposes.

In addition, the per share exercise price of the Pre-Funded Warrant is € 0.01 .

The Pre-Funded Warrant is exercisable for up to 283,367 Ordinary Shares at an exercise price of € 0.01 per share (subject to certain adjustments), is exercisable immediately upon issuance, and may be exercised, in whole or in part, at any time until exercised in full.

Yorkville (together with its Attribution Parties (as defined in the Pre-Funded Warrant)) may not exercise any Pre-Funded Warrant to the extent that Yorkville would own more than 4.99 % of the outstanding Ordinary Shares immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of such Pre-Funded Warrant, which percentage may be changed at Yorkville’s election to a lower or higher percentage not in excess of 9.99 % upon 61 days’ notice to the Company, subject to the terms of the Pre-Funded Warrant.

The Pre-Funded Warrant provides for standard anti-dilution adjustments to the exercise price and the number of Warrant Shares issuable upon exercise in connection with stock dividends, splits, combinations, reclassifications and similar events.

Registration Rights Agreement

In connection with the Private Placement, the Company entered into a Registration Rights Agreement with Yorkville, dated March 10, 2026 (the “Registration Rights Agreement”).

The Registration Rights Agreement provides that the Company shall file a registration statement covering the resale of all of the Warrant Shares and any other Registrable Securities (as defined in the Registration Rights Agreement) with the SEC no later than the 30th calendar day following the date of the Registration Rights Agreement, and have the registration statement declared effective by the SEC as promptly as practicable after the filing thereof, but in any event no later than the 90th calendar day following the date of the Registration Rights Agreement, or in the event of a “full review” by the SEC, the 120th day following the date of the Registration Rights Agreement.

Upon the occurrence of any Event (as defined in the Registration Rights Agreement), which, among others, prohibits Yorkville from reselling the Registrable Securities for more than ten consecutive calendar days or more than an aggregate of twenty calendar days during any twelve-month period, the Company is obligated to pay to Yorkville, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0 % multiplied by the aggregate subscription amount paid by Yorkville pursuant to the Warrant Purchase Agreement.

All fees and expenses incident to the performance of or compliance with the Registration Rights Agreement by the Company will be borne by the Company, whether or not any Warrant Shares are sold pursuant to a registration statement.

b) Digital Asset Treasury Strategy

As previously announced in the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2026 (the “March 16 Current Report”), on March 10, 2026, in connection with the Treasury Strategy (as defined below), the Company entered into an International Swaps and Derivatives Association, Inc.

(“ISDA”) 2002 ISDA Master Agreement, dated as of March 10, 2026 (the “ISDA Master Agreement”) with Blockchain.com (BVI) II Limited, a business company incorporated under the laws of the British Virgin Islands (“Blockchain.com”), facilitating the Company to enter into derivative and/or hedging transactions (collectively, the “Transactions”) to manage the risk associated with the Treasury Strategy.

The derivative and hedging transactions will be governed by the ISDA Master Agreement, including the related Schedule to the ISDA Master Agreement executed by the Company and Blockchain.com on March 10, 2026 (the “Schedule”).

The structure of the Transactions may include forwards, swaps, futures, options or other derivatives transactions in respect of digital assets.

Certain events of default will apply to the Transactions under the ISDA Master Agreement and Schedule, including, but not limited to, failure to pay or deliver, breach of the agreement, credit support default, cross-defaults and misrepresentation.

In addition, in connection with the ISDA Master Agreement, the Company and Blockchain.com entered into a Credit Support Annex to the Schedule to the ISDA Master Agreement, dated as of March 10, 2026 (the “Credit Support Annex”), which sets forth the terms and conditions upon which the Company will be required to deliver additional collateral to Blockchain.com (and Blockchain.com will be required to return collateral to the Company) depending upon the mark to market exposure under the ISDA Master Agreement and the value of the collateral.

The ISDA Master Agreement, the Schedule and the Credit Support Annex are governed by the laws of England and Wales.

As further announced in the March 16 Current Report, on March 14, 2026, the Company’s management board, with the approval of the supervisory board, ratified the Company’s entry into the ISDA Master Agreement, the Schedule and the Credit Support Annex and approved the adoption of a digital asset treasury strategy and digital asset treasury policy and the purchase by the Company of Bitcoin and other digital assets in connection therewith (the “Treasury Strategy”).

Under the Treasury Strategy, the principal holding in the Company’s treasury reserve on its balance sheet will be allocated to digital assets, principally Bitcoin, by applying a covered-call yield strategy.

The Company may use available liquidity, including proceeds from previously disclosed financing arrangements, to purchase Bitcoin and other digital assets, subject to applicable law and public disclosure requirements.

The Company intends to solicit the ratification by its shareholders of the engagement by the Company in the Treasury Strategy.

c) Exit from Sono Motors GmbH

As previously announced in the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2026 (the “March 19 Current Report”), on March 14, 2026, our supervisory board resolved to terminate all current and future funding commitments to the Subsidiary and to exit the legacy solar operations conducted through the Subsidiary, with immediate effect.

The Company’s decision was driven by the Subsidiary’s historical lack of profitability, which has resulted in the Company having to continuously provide funding to the Subsidiary, and thus incur losses, and a determination by the supervisory board that there was not a clear path for the Subsidiary to achieve profitability in a reasonably desirable timeframe and thus, avoid future losses by the Company.

This decision was made in conjunction with the decision on March 14, 2026 by the Company’s management board, with the approval of the supervisory board, to adopt the Treasury Strategy, as previously announced.

The Treasury Strategy is projected to generate cash flow for the Company in the first year of its execution.

The Company is also exploring other strategic alternatives to maximize shareholder value.

As announced in the March 19 Current Report, the Company is currently unable to make a good faith estimate of the total costs and charges, if any, that may be incurred in connection with the cessation of funding to the Subsidiary and the exit from the Company’s legacy solar business.

The determination of any such costs is subject to significant uncertainties, including, among other things, the timing, scope and manner of any actions undertaken with respect to the Subsidiary following the cessation of funding, as well as the extent of any obligations of the Company in connection therewith.

Potential costs, if any, may include legal, advisory and other professional fees and expenses associated with activities relating to the Subsidiary.

Any such costs and expenditures, if incurred, are expected to be reduced by cash flow to the Company from the Treasury Strategy.

The Company will amend the March 19 Current Report to disclose material costs, charges and cash expenditures to be borne directly by the Company, if and when such amounts become reasonably estimable.

Management concluded that these transactions occurred after year-end and therefore did not require adjustment to the accompanying consolidated financial statements.

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-K

Item 9A. Controls and Procedures