What changed in this filing

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Item 1. Financial Statements

2026-05-19 compared with 2025-11-20 · 707 added, 783 removed, 118 unchanged (93% of the section changed)

3 unchanged sentences

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

September 30, 2025

March 31, 2026

December 31, 2025

Current Assets

Prepaid taxes

Prepaid expenses and other

Total Current Assets

Property, plant and equipment, net of accumulated depreciation

Right of use lease assets

Digital assets / Bitcoin treasury

Prepaid taxes and VAT receivables

Prepaid expenses and other current assets

Assets of discontinued operations classified as held for sale, including right-of-use assets

LIABILITIES AND SHAREHOLDERS ’ EQUITY

1 unchanged sentence

Accounts payable and accrued expenses

Lease liability, current portion

Convertible notes payable at fair value

Other current liabilities

Total Current Liabilities

Long-Term Liabilities

Lease liability, long term portion

Accrued interest payable

Convertible notes payable, net of discount

Derivative liabilities — embedded conversion features

Derivative liabilities — written covered Bitcoin call options

Liabilities of discontinued operations classified as held for sale, including lease liabilities

Total Liabilities

1 unchanged sentence

Shareholders ’ Equity

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

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

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

Preferred Shares, par value € 300.00 per share, 1,401 shares authorized, 1,401 and 1,401 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Ordinary Shares, par value € 0.01 per share, 120,000,000 shares authorized, 1,424,834 and 1,424,834 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

High Voting Shares, par value € 0.25 per share, 40,000 shares authorized, 40,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Total Shareholders’ Equity

4 unchanged sentences

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

For the three months ended

September 30,

For the nine months ended

September 30,

Cost of sales

Operating Expenses and Costs

Selling and distribution expenses

For the three months ended March 31,

Continuing operations

Digital asset treasury loss, net

General and administrative expenses

Research and development

Gain on reconsolidation

Other Operating (income)/loss

Total Operating Expenses and Costs

(Loss)/Income from Operations

Loss from continuing operations

Other Income (Expenses)

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

Gain / (loss) on foreign currency transactions

Total Other (Expense) / Income

Net (loss) / income

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

Weighted average number of common shares:

Gain on change in fair value of convertible notes payable carried at fair value

Gain on change in fair value of embedded derivative liabilities

Interest expense, including amortization of debt discount

Foreign currency loss, net

Total other income, net

Income (loss) from continuing operations before income taxes

Income tax expense

Income (loss) from continuing operations

Loss from discontinued operations, net of tax

Net income / (loss)

Net income per share to common shareholders - basic:

Continuing operations

Discontinued operations

Net (loss)/income per share - basic

Net income per share to common shareholders - diluted:

Continuing operations

Discontinued operations

Net (loss)/income per share - diluted

Weighted average number of Ordinary shares outstanding:

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

SONO GROUP N.V.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

For the three months ended March 31,

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustment

Total other comprehensive income (loss)

Comprehensive income (loss)

SONO GROUP N.V.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS ’ EQUITY

2 unchanged sentences

Ordinary Shares

Preferred Shared Outstanding

Preferred Shares Outstanding

Preferred Shares

1 unchanged sentence

Accumulated Deficit

Total Shareholder’s Deficit

Accumulated Other Comprehensive Income / (Loss)

Total Shareholder’s Equity

Balance at December 31, 2024

Income for the period

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

Other comprehensive income (loss) / translation adjustment

Balance at March 31, 2025

Loss for the period

Balance at June 30, 2024

Loss for the period

Balance at September 30, 2024

Ordinary Shares Outstanding

Ordinary Shares

Preferred Shared Outstanding

Preferred Shares Outstanding

Preferred Shares

1 unchanged sentence

Accumulated Deficit

Total Shareholder’s Deficit

Accumulated Other Comprehensive Income / (Loss)

Total Shareholder’s Equity (Deficit)

Balance at December 31, 2025

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

Income for the period

Issuance of pre-funded warrants / allocated APIC

Net income (loss)

Other comprehensive income (loss) / translation adjustment

Balance at March 31, 2026

Loss for the period

Balance at June 30, 2025

Issuance of Ordinary Shares in connection with SPA in July 2024

Issuance of Preferred Shares in September 2025

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

Loss for the period

Balance at September 30, 2025

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

(Amounts in thousands)

For the nine months ended

September 30, 2025

September 30, 2024

For the three months ended

March 31, 2026

For the three months ended

March 31, 2025

Cash flows from operating activities

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

Depreciation of property, plant and equipment

Gain on reconsolidation

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

Other non-cash (income)/expenses

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

Change in fair value of digital assets

Net written covered-call derivative income/loss

Gain on change in fair value of embedded conversion derivative liabilities

Loss on classification as held for sale / impairment of discontinued operation

Gain on change in fair value of convertible notes payable carried at fair value

Interest expense, including amortization of debt discount

Debt discount amortization noncash component

Foreign currency and other noncash items

Changes in operating assets and liabilities:

Prepaid taxes

Prepaid expenses and other

Right of use lease assets

Accounts payable and accrued expenses

Lease Liability

Other current liabilities

Prepaid expenses and other current assets

Prepaid taxes and VAT receivables

Accounts payable and accrued liabilities

Other operating assets and liabilities, including discontinued operations

Total changes in operating assets and liabilities

Net cash used in operating activities

Cash flows from investing activities

Acquisition of equipment

Reconsolidation of the Subsidiary cash balance

Net cash (used in)/provided by investing activities

Purchase of digital assets / Bitcoin treasury

Property and equipment / other investing activity of discontinued operations

Net cash used in investing activities

Cash flows from financing activities

Proceeds from the issuance of convertible notes

Proceeds from the issuance of common stock

Proceeds from convertible debentures / debt financing

Proceeds from pre-funded warrants

Net cash provided by financing activities

Effect of currency translation on cash

Net increase (decrease) in cash

Cash at December 31, 2024 and 2023

Cash at September 30, 2025 and 2024

Effect of exchange-rate changes and held-for-sale cash presentation on cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental disclosure of cash flow information

Cash paid during the period for interest

Cash paid during the period for income tax

Cash paid for interest

Supplemental disclosure of noncash financing and investing activities

Debt discount from derivative bifurcation

Derivative liability initial recognition

Pre-funded warrant APIC allocation

Bitcoin received as written-call premium

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

1 unchanged sentence

Sono Group N.V.

(“Sono N.V.” or the “Company”) is registered in the business register (Netherlands Chamber of Commerce) and its corporate seat is in Amsterdam.

In November 2021, the Company successfully completed an initial public offering (IPO) and became listed on The Nasdaq Global Market (“Nasdaq Global Market”).

The Company’s ordinary shares commenced trading on the Nasdaq Global Market under the ticker symbol “SEV” on November 17, 2021.

On July 12, 2023 and August 28, 2023, the Company received notices from Nasdaq Global Market stating that the staff of the Listing Qualifications Department (the “Staff”) had determined that the Company’s securities will be delisted from Nasdaq in accordance with Nasdaq’s Listing Rules and notifying the Company of the suspension in trading of its ordinary shares as of the opening of business on July 21, 2023.

On December 11, 2023, the Company received a decision of the Nasdaq Hearings Panel (the “Panel”) advising the Company that the Panel has determined to delist the Company’s ordinary shares from Nasdaq.

(“Sono N.V.”) is a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands.

The Company is registered in the business register at the Netherlands Chamber of Commerce (trade register number:

In November 2021, the Company completed its initial public offering, and its ordinary shares commenced trading on The Nasdaq Global Market on November 17, 2021 under the ticker symbol “SEV”.

On February 15, 2024, Nasdaq filed a Form 25 Notification of Delisting with the U.S.

Securities and Exchange Commission (the “SEC”) to complete the delisting.

Securities and Exchange Commission (the “SEC”) to complete the delisting of the Company’s ordinary shares from Nasdaq.

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.

Prior to this date, the Company’s management was based in Germany.

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

is the ultimate parent of the Group.

Hereinafter, Sono N.V.

and its consolidated subsidiary collectively are referred to as “Sono Group”, or the “Group”, “Management”, “we” and “us”.

Sono Group intended to develop and manufacture electric vehicles with integrated solar panels (the “Sion passenger car program”).

In addition, it planned to license its solar technology to other Original Equipment Manufacturers (“OEMs”).

However, on February 24, 2023, Sono Group announced the decision to terminate the Sion passenger car program and to pivot the business model to exclusively retrofitting and integrating Sono Group’s solar technology onto third party vehicles due to lack of available funding.

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

and Sono Motors (the “Self-Administration Proceedings”) on May 15, 2023.

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

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

and its subsidiary, Sono Motors.

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

The business address of Sono N.V.

as of the date of this Quarterly Report is 4965 Trinidad Drive, Land O’ Lakes, FL 34639, United States of America.

As of March 31, 2026, Sono N.V.’s wholly-owned subsidiaries were (i) Sono Motors GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) (the “Subsidiary”), registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich, Germany, under HRB 224131, with registered headquarters at Waldmeisterstraße 93, 80935 Munich, Germany, and (ii) 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, which was funded with €12,000 for purposes of providing share capital and had no operations during the three months ended March 31, 2026.

As of March 31, 2026, Sono N.V.

was the ultimate parent of the Subsidiary and Sono Group S.à r.l.

Subsequent to March 31, 2026, Sono N.V.

sold the Subsidiary pursuant to a Share Purchase and Transfer Agreement, dated May 4, 2026 (the “SPA”), as a result of which Sono N.V.

ceased to be the ultimate parent of the Subsidiary on May 4, 2026.

Hereinafter, unless otherwise indicated or the context otherwise requires, the terms “Sono Group”, “Sono”, “the Company”, “we”, “our”, “us” or similar terms, refer to Sono N.V.

together with its consolidated subsidiaries as of March 31, 2026.

Sono Group historically intended to develop and manufacture electric vehicles with integrated solar panels (the “Sion passenger car program”) and to license its solar technology to other Original Equipment Manufacturers (“OEMs”).

On February 24, 2023, the Company announced the decision to terminate the Sion passenger car program and to pivot the business model to exclusively retrofitting and integrating Sono Group’s solar technology onto third party vehicles due to lack of available funding.

As a consequence, management determined to apply for the opening of self-administration proceedings with respect to Sono N.V.

and the Subsidiary (the “Self-Administration Proceedings”) on May 15, 2023.

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

The Company reconsolidated the Subsidiary effective March 1, 2024 following its exit from the Self-Administration Proceedings.

On March 14, 2026, the Company’s 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.

On the same date, the Company’s management board, with the approval of the supervisory board, adopted a digital asset treasury strategy (the “Treasury Strategy”).

Under the Treasury Strategy, the principal holding in the Company’s treasury reserve on its balance sheet is allocated to digital assets, principally Bitcoin(“Bitcoin” or “BTC”), by applying a covered-call yield strategy.

In connection with the Treasury Strategy, on March 10, 2026, the Company entered into a 2002 ISDA Master Agreement, a related Schedule and a Credit Support Annex with Blockchain.com (BVI) II Limited (“Blockchain.com”), facilitating the Company to enter into derivative and/or hedging transactions to manage the risk associated with the Treasury Strategy.

As of March 31, 2026, management concluded that the Subsidiary met the criteria to be classified as held for sale and that the planned disposition (which was completed subsequent to quarter end on May 4, 2026, as further described under Note 16 (Subsequent Events)) represents a strategic shift that has had, or will have, a major effect on the Company’s operations and financial results.

Accordingly, the results of operations of the Subsidiary have been presented as discontinued operations, and the related assets and liabilities have been presented as assets and liabilities of discontinued operations classified as held for sale, for all periods presented.

Subsequent to March 31, 2026, on May 4, 2026, the Company sold and transferred 100% of the outstanding share capital of the Subsidiary to third-party purchasers.

See Note 3 (Liquidity and Going Concern Analysis), Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale), Note 5 (Digital Assets), Note 6 (Written Covered Bitcoin Call Options), Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) and Note 16 (Subsequent Events) for additional information.

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

On a consolidated basis, the Company’s operations during the three months ended March 31, 2026 and the three months ended March 31, 2025 are comprised of the parent company, Sono N.V., and the Subsidiary.

All significant intercompany transactions and balances have been eliminated upon consolidation.

In addition, certain amounts in the prior periods consolidated financial statements have been reclassified to conform to the current period presentation.

Certain amounts in the prior period unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation, including the presentation of the Subsidiary as a discontinued operation.

In addition, effective January 1, 2026, the Company changed its reporting currency from the euro to the U.S.

dollar, and all prior-period financial information presented in these unaudited condensed consolidated financial statements has been recast into U.S.

dollars as if the U.S.

dollar had been the Company’s reporting currency since the earliest period presented.

See Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies) for additional information regarding the change in reporting currency.

Basis of Presentation, Consolidation and Summary of Significant Accounting Policies

1 unchanged sentence

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.

GAAP”) and pursuant to the rules and regulations of the SEC for annual financial reporting.

All amounts referred to in the notes to the consolidated financial statements are presented in euros (EUR) and have been rounded to the nearest thousand, unless otherwise stated.

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.

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

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

All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes;

actual results could materially differ from those estimates.

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

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles and the rules and regulations of the SEC applicable to interim financial information.

Accordingly, they do not include all information and footnotes required by U.S.

GAAP for annual financial statements and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary for a fair presentation, consisting of normal recurring adjustments and the non-recurring classification, reporting-currency, fair-value, discontinued-operations and financing-related adjustments described in these notes.

Results for the three months ended March 31, 2026 are not necessarily indicative of results for the full fiscal year.

Certain prior-period amounts have been reclassified to conform to the current-period presentation.

These reclassifications did not affect total assets, total liabilities, shareholders’ equity, net income (loss) or net decrease in cash and cash equivalents.

Reporting currency and functional currency

Effective January 1, 2026, the Company changed its reporting currency from the euro to the U.S.

Management made the change to better align the Company’s financial reporting with its U.S.-dollar denominated financing activities, U.S.

capital-markets reporting environment, and the Treasury Strategy following the Company’s strategic transition.

The Company has recast all prior-period financial information presented in these condensed consolidated financial statements into U.S.

dollars as if the U.S.

dollar had been the Company’s reporting currency since the earliest period presented.

The change in reporting currency does not by itself change the underlying functional-currency determination for each distinct and separable operation.

Effective January 1, 2026, Sono Group N.V.

determined that its functional currency is the U.S.

As of March 31, 2026, the Subsidiary continues to have the euro as its functional currency.

Assets and liabilities of euro-functional operations are translated into U.S.

dollars at period-end exchange rates, and revenues, expenses, gains and losses are translated at transaction-date rates or appropriate weighted-average exchange rates.

Translation effects are recognized as a component of accumulated other comprehensive income (loss) within shareholders’ equity.

Use of Estimates

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.

Significant estimates include assumptions about cash flow and fair value assumptions associated with measurements of convertible notes payable carried at fair value, valuation of inventory;

valuation allowance for deferred tax assets;

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

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

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

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

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

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

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.

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

The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The ROU asset also includes any lease payments made and excludes lease incentives.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

See Note 6 for more complete details on balances as of the reporting periods presented herein.

Inventory consisting of stock used in development, is stated at the lower of cost or net realizable value.

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

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

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable.

Generally, the Company’s cash and cash equivalents are in checking accounts.

Property and Equipment

Property and equipment are stated at cost.

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.

The cost of repairs and maintenance is expensed as incurred;

major replacements and improvements are capitalized.

The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset.

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

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

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

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

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market in an orderly transaction between market participants.

In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs).

Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:

● Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities;

● Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data.

Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data;

● Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs.

Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.

The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement.

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.

Stock-Based Compensation

The Company accounts for stock-based compensation to employees and nonemployees under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” using the fair value-based method.

Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.

It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted.

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes.

Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.

Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.

If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

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

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

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

Recurring Fair Value Measurements

The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value.

The carrying value of cash held as demand deposits, accounts payable, and accrued liabilities approximated their fair value.

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.

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

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

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

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

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

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.

Recently Issued Pronouncements

In March 2024, the FASB issued ASU No.

2024-01, “Compensation—Stock Compensation (Topic 718):

Scope Applications of Profits Interests and Similar Awards” (“ASU 2024-01”).

ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S.

ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted.

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.

2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027.

We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversions and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”).

ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion.

The requirements of ASU 2024-04 are effective for the Company for fiscal years beginning after December 15, 2025, and interim periods within those periods.

We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

Recently Adopted Pronouncements

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.

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

GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures.

Significant estimates include going concern, held-for-sale and discontinued-operations classification and measurement, fair value measurements of digital assets and derivative liabilities, valuation of convertible notes and related debt discount, lease accounting assumptions, and income tax valuation allowances.

Digital assets and derivative instruments

Digital assets consisting principally of Bitcoin are accounted for under ASC 350-60.

The Company’s Bitcoin holdings are initially recognized at cost and subsequently measured at fair value in accordance with ASC 820, with changes in fair value recognized in net income each reporting period.

Digital assets are presented as a separate line item in the condensed consolidated balance sheet.

The Company does not present digital asset fair-value changes, realized digital asset gains or losses, written-call premiums, derivative settlements or related execution fees as revenue from contracts with customers because such activities do not arise from contracts with customers within the scope of ASC 606.

Written covered Bitcoin call options are accounted for as freestanding derivative liabilities under ASC 815 unless a specific scope exception applies.

Premiums received are consideration for assuming a derivative obligation and are not recorded as revenue.

Written-call liabilities are measured at fair value at inception and remeasured at fair value each reporting period, with changes recognized in earnings unless hedge accounting is formally designated and documented.

The Company has not designated hedge accounting for the arrangements reflected in these condensed consolidated financial statements.

The related economics are presented as digital asset treasury income or loss rather than revenue from contracts with customers.

Convertible debt, warrants and fair value measurements

The Company accounts for convertible debentures by recognizing the debt host net of unamortized debt discount and separately recognizing embedded conversion features that require bifurcation as derivative liabilities.

Embedded conversion derivative liabilities are measured at fair value at inception and at each reporting date, with changes in fair value recognized in earnings.

Debt discount is amortized to interest expense over the expected term of the convertible debentures.

The Company classifies pre-funded warrants in additional paid-in capital when the instruments meet the applicable equity-classification criteria.

Cash proceeds from convertible debentures and pre-funded warrants are presented as financing cash inflows in the statement of cash flows, and equity-classified pre-funded warrant amounts are presented within shareholders’ equity.

Fair value measurements are categorized within the fair value hierarchy based on the observability of inputs.

Bitcoin is measured using the BTC-USD spot price observed at 23:59:59 UTC on the reporting date from the market in which the Company transacts through Blockchain.com and is classified within Level 1.

Written covered Bitcoin call options and embedded conversion derivative liabilities are classified within Level 3 when valuation uses significant unobservable inputs, including volatility, term, conversion or settlement assumptions, and probability-weighted outcomes.

Credit risk and concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, digital assets, collateral arrangements and contractual rights arising from digital asset derivative activity.

The Company maintains cash with financial institutions, holds Bitcoin and related rights through digital asset counterparties and custodial arrangements, and monitors counterparty and concentration risk;

however, balances may exceed insured or protected limits and are subject to market, custody, liquidity and counterparty risks.

The Company accounts for leases under ASC 842, Leases.

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

Because the Company’s leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement.

Lease expense is recognized on a straight-line basis over the lease term.

The Company has elected the short-term lease recognition exemption for leases with terms of twelve months or less.

As of March 31, 2026, the Company’s lease balances, including right-of-use assets, relate to the Subsidiary and are included in discontinued operations and the disposal group classified as held for sale.

Recently Adopted and Recently Issued Pronouncements

Effective January 1, 2025, the Company adopted ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets.

The guidance requires in-scope crypto assets to be measured at fair value, with changes in fair value recognized in net income each reporting period, and requires separate presentation and disclosure of crypto assets.

The adoption did not have a material impact on the Company’s consolidated financial statements upon adoption because the Company did not hold material crypto assets at the adoption date.

The guidance is applicable to the Company’s Bitcoin holdings acquired in connection with the Company’s digital asset treasury strategy (the “Treasury Strategy”).

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.

The guidance requires additional note disclosures about specified categories of expenses included in certain expense captions.

The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is evaluating the effect of the guidance on its disclosures.

The Company has evaluated other recently issued accounting pronouncements and does not expect them to have a material effect on its condensed consolidated financial statements or related disclosures.

Liquidity and Going Concern Analysis

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 these consolidated condensed financial statements are issued.

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 November 30, 2026.

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

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

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

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

For the nine months ended September 30, 2025, the Company recorded an operating loss of EUR 5.2 million, had net cash used in operating activities of EUR 5.2 and expects to continue to incur small operating losses and have net cash outflows for at least the next 12 months, offset by cash flows from financing and other business activities.

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

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

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

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

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

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

Deconsolidation Due to Loss of Control

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 Zahlungsunf ä higkeit ), 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 ( vorl ä ufiger 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 for the year ended December 31, 2023 resulted in a net loss of EUR 21.8 million.

Reconsolidation of Sono Motors GmbH

On February 29, 2024, the Subsidiary 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 three months ended March 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.

The Company recorded the fair value of net assets consolidated at March 1, 2024.

The following table reflects the March 1, 2024 Balance Sheet of Sono Motors:

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 these unaudited condensed consolidated 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 within twelve months after the issuance date of these unaudited condensed consolidated financial statements.

As of March 31, 2026, the Company had cash and cash equivalents of $ 237 thousand, an accumulated deficit of $ 335.4 million, $ 4,709 thousand of Bitcoin measured at fair value, $ 4,350 thousand of convertible debenture principal outstanding, $ 1,129 thousand of convertible notes payable, net of discount, and $ 3,708 thousand of embedded conversion derivative liabilities.

For the three months ended March 31, 2026, the Company recognized a loss from operations of $ 1,480 thousand and a net loss of $ 2,015 thousand.

The Company has incurred recurring operating losses and historically negative cash flows from operations since inception, primarily attributable to the Subsidiary.

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

During the three months ended March 31, 2026, management completed financing transactions and strategic actions related to the Company’s transition to the Treasury Strategy and its exit from legacy solar operations.

The Company raised aggregate gross proceeds of approximately $ 6.4 million through the issuance of three secured convertible debentures to Yorkville on January 26, 2026, February 19, 2026 and March 10, 2026, respectively, in the aggregate principal amount of $ 4.35 million (the “Q1 2026 Debentures”) and the issuance to Yorkville on March 10, 2026 of a pre-funded warrant for aggregate proceeds of $ 2.0 million.

A substantial portion of these proceeds was used to implement the Treasury Strategy, including the acquisition of Bitcoin and the establishment of the Company’s institutional framework with Blockchain.com under the ISDA Master Agreement and the related Schedule and Credit Support Annex.

Management also terminated all current and future funding commitments to the Subsidiary and initiated the Company’s exit from the legacy solar operations conducted through the Subsidiary, which is expected to materially reduce the Company’s ongoing cash outflows.

In addition, as further described under Note 16 (Subsequent Events), subsequent to March 31, 2026, the Company completed its exit from the legacy solar operations through the execution and consummation of the SPA pursuant to which the Subsidiary was sold on May 4, 2026, and received an additional tranche of funding from Yorkville in the form of a convertible debenture issued by the Company to Yorkville in the aggregate principal amount of $ 700 thousand.

These actions are relevant to management’s liquidity plans but did not alleviate substantial doubt about the Company’s ability to continue as a going concern.

Management considered the financing transactions, implementation of the Treasury Strategy and exit from legacy solar operations in its liquidity analysis.

Although these actions may reduce certain cash outflows and provide additional potential liquidity sources, the Company continues to depend on monetization of digital asset holdings, performance of the Treasury Strategy and availability of external financing, and management did not conclude that substantial doubt was alleviated.

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 described in Note 5 (Digital Assets) and Note 6 (Written Covered Bitcoin Call Options), and the maturities of the convertible debentures issued during the three months ended March 31, 2026, which mature in 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.

See Note 16 (Subsequent Events) for additional information regarding subsequent events relevant to the matters described above.

Discontinued Operations and Assets and Liabilities Held for Sale

The Company was in negotiations to sell the Subsidiary before March 31, 2026, and subsequent to March 31, 2026 executed a share purchase agreement to sell the Subsidiary.

Management concluded that the Subsidiary met the criteria to be classified as held for sale as of March 31, 2026 and that the planned disposition (which was completed subsequent to quarter end on May 4, 2026, as further described under Note 16 (Subsequent Events)) represents a strategic shift that has had, or will have, a major effect on the Company’s operations and financial results.

Management’s held-for-sale conclusion was based on the approval of a plan to sell the Subsidiary, management’s commitment to the plan, active negotiations with a buyer, the availability of the disposal group for immediate sale in its then-present condition subject only to customary closing conditions, the expectation that the sale would be completed within one year, and the determination that actions required to complete the plan indicated it was unlikely that significant changes would be made or that the plan would be withdrawn.

The disposal group was measured at the lower of carrying amount or fair value less cost to sell.

Based on the planned sale and nominal consideration subsequently documented in the executed SPA, management recognized a $ 519 thousand loss on classification as held for sale within discontinued operations, net of tax, during the three months ended March 31, 2026.

The shareholder loan receivable from the Subsidiary and corresponding payable of the Subsidiary were intra-entity balances and were eliminated in consolidation while the Subsidiary remained consolidated;

accordingly, the shareholder loan was not included as a separate consolidated held-for-sale asset or impairment charge.

See Note 16 (Subsequent Events) for the SPA terms governing the post-quarter assignment of the shareholder loan claim.

The results of operations of the Subsidiary have been presented as discontinued operations for all periods presented.

The related assets and liabilities have been presented separately as held for sale in the unaudited condensed consolidated balance sheets.

Parent-company public-company costs, SEC reporting costs, financing costs, digital-asset treasury costs and general holding-company overhead remain in continuing operations unless directly attributable to the discontinued component.

The discontinued operation was reported within the Company’s single reportable segment.

As of March 31, 2026 and December 31, 2025, certain lease-related amounts recorded by Sono N.V., including approximately $ 0.9 million of right-of-use assets at March 31, 2026, relate to lease arrangements associated with the Subsidiary and the legacy solar business.

Because the right-of-use assets and related lease liabilities are attributable to the discontinued component, the amounts are included in discontinued operations and in the disposal group classified as held for sale.

Major classes of assets of discontinued operations classified as held for sale (USD in thousands)

March 31, 2026

Prepaid taxes

Prepaid expenses and other current assets

Accounts payable and other liabilities

Net assets recorded on reconsolidation

Property, Plant, and Equipment

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

September 30, 2025

December 31, 2025

Machinery & equipment

Accumulated depreciation

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

The Company leases its office and warehouse space.

The lease has a remaining life of 5.6 yrs.

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

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

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

2025 (remaining)

2029 and beyond

Total Lease payments

Less interest

Present value of lease payments

Balance Sheet Classification

Liability as of September 30, 2025

Liability as of December 31, 2024

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

In addition, for the three and nine months ended September 30, 2025 and 2024, the Company recorde d KEUR 11 , KEUR 0.00 and KEUR 18 , KEUR 23 of an operating lease running on a month-to-month basis.

Accounts Payable and Accrued Expenses

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

September 30, 2025

December 31, 2024

Trade accounts payable

Other accrued liabilities

Total accounts payable and accrued liabilities

Convertible Notes Payable at Fair Value

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

September 30, 2025

December 31, 2024

Fair value convertible notes

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

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

On December 30, 2024 the Company and Yorkville entered into a securities purchase agreement (the “Securities Purchase Agreement”) 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, totalling 42.1 M USD were converted into 1,401 preferred shares with €300 nominal value each (please refer to Note 9 for details on preferred shares).

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

September 5, 2025

Maturity Date

Accrued Interest

Tranch-1 @ 4 % ( 12 % - default rate)

December 7, 2022

Tranch-2 @ 4 % ( 12 % - default rate)

December 8, 2022

Tranch-3 @ 4 % ( 12 % - default rate)

December 20, 2022

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

February 5, 2024

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

August 30, 2024

August 30, 2025

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

February 12, 2025

February 12, 2026

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

March 25, 2025

Right-of-use assets

Other disposal-group assets

Valuation allowance / impairment recognized on classification as held for sale

Total assets of discontinued operations classified as held for sale

Major classes of liabilities of discontinued operations classified as held for sale (USD in thousands)

March 31, 2026

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

April 24, 2025

April 23, 2026

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

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

August 6, 2025

August 6, 2026

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

August 15, 2025

August 15, 2026

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

September 5, 2025

September 5, 2026

December 31, 2025

Accrued Interest

Tranch-1 @ 4 % ( 12 % - default rate)

December 7, 2022

Tranch-2 @ 4 % ( 12 % - default rate)

Lease liabilities

Other disposal-group liabilities

Total liabilities of discontinued operations classified as held for sale

Major line items included in income (loss) from discontinued operations (USD in thousands)

Three months ended March 31, 2026

Three months ended March 31, 2025

Cost of revenue / cost of sales

Selling and distribution expenses

General and administrative expenses

Research and development expenses

Other operating income, net

Loss from operations of discontinued operations

Foreign currency loss, net

Loss on classification as held for sale / impairment of disposal group

Loss from discontinued operations before income taxes

Income tax expense

Loss from discontinued operations, net of tax

Discontinued operations cash-flow information (USD in thousands)

Three months ended March 31, 2026

Three months ended March 31, 2025

Net cash provided by (used in) operating activities of discontinued operations

Effect of exchange-rate changes on cash of discontinued operations

Net increase (decrease) in cash of discontinued operations

Cash of discontinued operations, beginning of period

Cash of discontinued operations, end of period

Depreciation and amortization included in discontinued operations

Cash and held-for-sale presentation bridge (USD in thousands)

March 31, 2026

December 31, 2025

Tranch-3 @ 4 % ( 12 % - default rate)

Cash and cash equivalents presented in continuing current assets

Cash of discontinued operations included in assets classified as held for sale

Total cash and cash equivalents including discontinued operations cash

Upon the May 4, 2026 sale of the Subsidiary and loss of control of the Subsidiary, the Company will deconsolidate the Subsidiary and recognize any resulting gain or loss within discontinued operations in the second quarter of 2026.

Digital Assets

During the three months ended March 31, 2026, the Company acquired Bitcoin as part of the Treasury Strategy.

The Company’s digital asset holdings consist of Bitcoin and are presented separately on the face of the unaudited condensed consolidated balance sheets.

See Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies) for the Company’s accounting policies for crypto assets, written covered Bitcoin call options and digital asset treasury income (loss), net, and Note 7 (Fair Value Measurements) for the related fair value measurement disclosures.

The Company’s Bitcoin holdings expose the Company to concentration risk in a single digital asset and to market, custody, counterparty, regulatory, execution and liquidity risks.

The fair value of Bitcoin may change materially over short periods, and changes in fair value are recognized in earnings each reporting period.

Bitcoin holdings may also be affected by written-call option arrangements, collateral requirements, settlement mechanics and restrictions or practical limitations associated with custody or monetization.

Digital asset rollforward (USD in thousands, except BTC units and USD price per BTC)

Beginning balance

Bitcoin purchased / deposited during period

Settled BTC premiums received on Q1 written covered calls

Dispositions / physical settlements

Ending BTC holdings at March 31, 2026

Period-end BTC price (USD per BTC)

Ending Bitcoin fair value (69.01 BTC x $68,233.31;

calculated using unrounded BTC units)

Cost basis / carrying value before ASC 350-60 fair value remeasurement

ASC 350-60 fair value remeasurement gain/(loss)

BTC units in the table are rounded to the nearest hundredth for presentation.

The unit rollforward and ending fair value are calculated using unrounded BTC units from the Company’s Bitcoin treasury valuation support;

therefore, rounded displayed unit amounts may not recompute exactly.

The settled BTC premium line represents BTC premiums received on written covered calls that expired out of the money before quarter-end.

The digital asset rollforward reflects activity through March 31, 2026 only.

The April 3, 2026 Blockchain.com activity report includes post-quarter activity and therefore does not represent the March 31, 2026 BTC-unit balance.

The March 31, 2026 balance includes the original 68.49313568 BTC collateral deposit plus 0.51462318 BTC of premiums from written covered Bitcoin calls that expired out of the money by quarter-end.

Written Covered Bitcoin Call Options

The Company writes covered Bitcoin call options and receives option premiums.

During the three months ended March 31, 2026, the Company received 0.51462318 BTC of premiums on written covered Bitcoin call options that expired out of the money before quarter-end.

Written call options are derivative liabilities while outstanding.

Premiums received are not revenue from contracts with customers and are recognized through derivative fair-value remeasurement, expiration, close-out or settlement.

The written-call strategy may generate premium income but may also limit the Company’s participation in increases in Bitcoin prices and expose the Company to derivative valuation, collateral, counterparty, settlement and liquidity risks.

At March 31, 2026, the Company recognized a $ 21 thousand derivative liability for the open April 3, 2026 written covered Bitcoin call option.

The liability was calculated as 0.31053491 BTC multiplied by the March 31, 2026 BTC-USD spot price of $ 68,233.31 , observed at 23:59:59 UTC on March 31, 2026 from the market in which the Company transacts through Blockchain.com, rounded to the nearest thousand.

The fair value of written-call liabilities may increase with increases in Bitcoin spot price, implied volatility or remaining contractual term.

Written covered-call derivative liability rollforward (USD in thousands)

Initial liabilities recognized for premiums received by period-end

Ending written-call derivative liability

Realized expiration/settlement gain

Open written-call fair-value loss

Net written-call income

Fair Value Measurements

The Company measures Bitcoin and derivative liabilities at fair value in accordance with ASC 820.

For directly held Bitcoin, management identified the market in which the Company transacts through Blockchain.com as the principal market for the Company’s Bitcoin treasury transactions.

Because Bitcoin trades continuously and does not have a single exchange closing time, the Company measures its period-end Bitcoin position using the BTC-USD spot price observed from that principal market at 23:59:59 UTC on the reporting date.

For March 31, 2026, the spot price used was $ 68,233.31 per BTC.

Bitcoin is classified as Level 1 because the valuation uses an observable quoted price in an active market.

Written covered-call derivative liabilities and embedded conversion derivative liabilities are classified as Level 3 because valuation includes significant unobservable inputs.

The Company had no assets or liabilities measured at fair value on a recurring basis at December 31, 2025.

The fair value hierarchy and Level 3 rollforward below present the same March 31, 2026 embedded conversion derivative liability balance as the balance sheet caption for derivative liabilities — embedded conversion features and the convertible debt table in Note 8.

(Convertible Notes, Embedded Derivatives and Pre-Funded Warrants).

Fair value hierarchy by instrument (USD in thousands)

March 31, 2026 total fair value

Bitcoin digital assets

Embedded conversion derivative liability

Written covered Bitcoin call derivative liability

Level 3 derivative liability rollforward (USD in thousands)

Embedded conversion derivative liability

Written covered Bitcoin call derivative liability

Beginning balance, January 1, 2026

Initial recognition / issuances

Change in fair value recognized in earnings, net

Settlements / expirations / conversions

Transfers into or out of Level 3

Ending balance, March 31, 2026

The debt-host allocation / day-one noncash issuance-date adjustment represents the noncash issuance-date allocation effect recognized in connection with bifurcating the embedded conversion derivative liabilities from the convertible-debt host.

Fair value hierarchy

Valuation technique / significant inputs

BTC-USD spot price observed from the market in which the Company transacts through Blockchain.com at 23:59:59 UTC on March 31, 2026;

spot price used was $ 68,233.31 per BTC.

Written covered Bitcoin call options

Open April 3, 2026 written call;

liability equals 0.31053491 BTC x $ 68,233.31 , rounded to $ 21 thousand.

Remaining term at 3/31/26 was three days.

Embedded conversion derivative liabilities

Monte Carlo simulation for convertible-debenture embedded conversion features using SSM stock price $ 6.33 , expected volatility 110.0 %, risk-free rate 4.25 %, expected term 0.85 years, conversion/floor terms and probability-weighted settlement assumptions.

Convertible Notes, Embedded Derivatives and Pre-Funded Warrants

During the three months ended March 31, 2026, the Company issued three convertible debentures and one pre-funded warrant to YA II PN, Ltd.

The following tables summarize the contractual terms and reconcile the related debt host, embedded conversion derivative liability, accrued interest payable, pre-funded warrant proceeds and APIC allocation to the balance sheet, statement of operations, statement of cash flows and shareholders’ equity presentation.

Convertible debenture terms

January Debenture

February Debenture

March Debenture

Principal amount

Interest rate

18 % upon event of default

Fixed conversion price

Variable conversion price

85% of lowest daily VWAP over seven trading days, subject to floor

Convertible debt, warrant and related financial statement presentation reconciliation (USD in thousands)

Balance Sheet – March 31, 2026

Gross convertible notes payable

Unamortized debt discount

Convertible notes payable, net of discount

Embedded conversion derivative liability

Accrued interest payable

Pre-funded warrant APIC (equity)

Income Statement – Months Ended March 31, 2026

Day-one loss on derivative liability

Gain on change in fair value of embedded derivatives

Coupon interest expense

Debt discount amortization expense

Total interest expense

The initial fair value of the bifurcated embedded conversion derivative liabilities exceeded the cash proceeds allocated to the debt host because the valuation reflects the variable conversion features, floor prices and probability-weighted settlement outcomes under the convertible debenture terms.

This resulted in a recognized loss of $1,083.

The embedded conversion features were bifurcated and recognized as derivative liabilities measured at fair value.

Changes in fair value are recognized in earnings.

Debt discount is amortized to interest expense over the expected term of the convertible debentures.

The balance sheet presentation separates (i) the convertible debt host, net of unamortized discount, (ii) accrued interest payable, and (iii) embedded conversion derivative liabilities.

Accrued interest payable is not included in convertible notes payable, net of discount, because it represents separately accrued contractual coupon interest.

Cash proceeds from convertible debentures and pre-funded warrants are presented as financing cash inflows, the pre-funded warrant APIC allocation is presented within shareholders’ equity, and the embedded conversion derivative liabilities and convertible debt host are presented as separate balance sheet captions.

Accounts Payable, Accrued Expenses and Other Liabilities

Accounts payable and accrued expenses detail (USD in thousands)

March 31, 2026

December 31, 2025

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

February 5, 2024

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

August 30, 2024

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).

As a result of the amendment described below, the 2022 Debentures have a maturity date of the later of July 1, 2025 or 12 months from the issuance date of each such new note.

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 the filing with the bankruptcy court.

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

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

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 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”);

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.

The conversion feature did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the variable number of shares issuable at conversion.

Therefore, the conversion feature requires bifurcation and liability classification.

Rather than bifurcating and recording the embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4.

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 September 5, 2025 and December 31, 2024 are as follows:

September 5, 2025

(Conversion Date)

Accounting and auditing fees

Other accounts payable and accrued expenses

Total accounts payable and accrued expenses

Balance sheet caption (USD in thousands)

March 31, 2026

December 31, 2025

Indexed common shares

Fair value per share

Total Fair Value of Convertible Notes

The Company utilized a binomial lattice option pricing model to estimate the fair value per share of the underlying common equity.

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

September 5, 2025

(Conversion Date)

Accounts payable and accrued expenses

Accrued interest payable

VAT and other tax liabilities

Liabilities of discontinued operations classified as held for sale, including lease liabilities

The Company’s lease balances relate to the Subsidiary and the legacy solar business.

As of March 31, 2026, the related right-of-use asset and lease obligations were included in assets and liabilities of discontinued operations classified as held for sale because the lease was associated with the discontinued component.

The lease measurement was calculated using a 122 -month lease term and a weighted-average discount rate of 18.0 %.

Source lease amortization schedules and the December 31, 2025 lease support were maintained in euros;

the amounts disclosed below are presented in U.S.

dollars and rounded to the nearest thousand.

Subsequent to quarter end, the SPA required the parties to use their best efforts to transfer the Munich lease to the Subsidiary as lessee by June 30, 2026, with a full release of the Company from further liability under the lease;

if such transfer is not completed by that date, the Company has the right to terminate the lease agreement.

The Company did not identify a material continuing lease obligation outside the discontinued operations disposal group as of March 31, 2026.

See Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale) and Note 16 (Subsequent Events) for the related disclosures.

The lease liability caption is presented together with other disposal-group liabilities because the disclosed amounts represent the total liabilities of the discontinued operations disposal group associated with the legacy solar business, including lease obligations.

Lease cost and cash paid for lease liabilities for the three months ended March 31, 2026 and 2025 related to the discontinued component and are included in the discontinued operations amounts disclosed in Note 4;

no material continuing lease cost or cash paid for leases was identified outside the discontinued operations disposal group.

Lease-related amounts and inputs included in HFS presentation (USD in thousands, except months and percentages)

March 31, 2026

December 31, 2025

Closing price of underlying common equity(1)

Exercise price

Volatility of underlying common equity

Remaining term (in years)

Risk Free treasury rates

Foreign exchange rate at year end USD/EUR

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

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

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

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

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

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

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

Shareholders ’ Equity

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

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

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

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

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

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

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

The Reverse Share Split had been previously approved by the Company’s shareholders at an extraordinary general meeting held on January 31, 2024 (the “January 2024 EGM”).

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

In connection with the Reverse Share Split, every 75 ordinary shares issued and outstanding immediately prior to the Reverse Share Split were converted into one ordinary share, and every 75 high voting shares were converted into one high voting share.

Fractional shares resulting from the Reverse Share Split were rounded down to the nearest whole number, with no cash or other compensation paid in lieu of fractional 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.

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

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

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

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

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

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

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

Stock Options

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 42,183 fully vested stock options, each with an exercise price of € 4.5 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.

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.

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

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

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

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

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

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

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (Yrs)

Average Intrinsic Value

Outstanding at December 31, 2024

Granted during the period

Exercised during the period

Forfeited during the period

Outstanding at September 30, 2025

Exercisable at September 30, 2025

General and Administrative Expenses

The table below provides details on general and administrative expenses:

Three months ended September 30,

Nine months ended September 30,

Professional fees

Personnel costs

Building lease expense

Software fees and subscriptions

Other expenses

Total general and administrative expenses

Research and Development Expenses

The table below provides details on research and development expenses:

Three months ended September 30,

Nine months ended September 30,

Development costs

Professional fees

Personnel expenses

Other expenses

Total research and development expenses

Selling and Distribution Expenses

The table below provides details on selling and distribution expenses:

Three months ended September 30,

Nine months ended September 30,

Personnel expenses

Advertising and marketing

Other expenses

Total selling and distribution expenses

Right-of-use assets included in held-for-sale assets

Lease liabilities and included in held-for-sale liabilities

Weighted-average lease term used in measurement (months)

Weighted-average discount rate

The Company recorded no income tax expense for the three months ended March 31, 2026 or March 31, 2025.

The Company continues to maintain valuation allowances against deferred tax assets where realization is not more likely than not.

Income tax expense associated with discontinued operations was not material for the periods presented.

Stockholders ’ Equity

During the three months ended March 31, 2026, the Company recognized $ 1,420 thousand of additional paid-in capital related to pre-funded warrants.

Nominal values of the Company’s share capital are denominated in euros under Dutch corporate law.

The accumulated other comprehensive income (loss) column in the statement of shareholders’ equity reflects cumulative translation adjustments arising from the change in reporting- currency realignment and the translation of euro-functional operations, as described in Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies).

Total shareholders’ equity in the statement of shareholders’ equity reconciles to total shareholders’ equity presented in the condensed consolidated balance sheet for each period presented.

Share capital

Issued and outstanding at March 31, 2026

Issued and outstanding at December 31, 2025

Nominal value under Dutch corporate law

Ordinary shares

High voting shares

Preferred shares

Net Income (Loss) Per Share

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

Diluted net income (loss) per share gives effect to potentially dilutive securities when their effect is dilutive.

For Q1 2026, potentially dilutive securities were excluded because the Company reported a net loss and inclusion would have been anti-dilutive.

Net income (loss) per share

Three months ended March 31, 2026

Three months ended March 31, 2025

Income (loss) from continuing operations

Loss from discontinued operations, net of tax

Net income (loss)

Weighted average shares outstanding - basic

Dilutive effect of potential ordinary shares

Weighted average shares outstanding - diluted

Basic net income (loss) per share:

Continuing operations

Discontinued operations

Net income (loss) per share - basic

Diluted net income (loss) per share:

Continuing operations

Discontinued operations

Net income (loss) per share - diluted

Commitments and Contingencies

Service contracts

The Company carries various service contracts on its office buildings and certain copier equipment for repairs, maintenance and inspections.

All contracts are short term and can be cancelled on notice.

Current tax assets and liabilities

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities based on the tax rates and tax laws that are enacted or substantively enacted at the end of the reporting period.

Deferred taxes

Deferred tax is recognized using the liability method on temporary differences as of the end of the reporting period between the carrying amounts of assets and liabilities and their tax bases.

Deferred tax liabilities are recognized for all taxable temporary differences.

The only exception is if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination which, at the time of the transaction, affects neither accounting profit or loss nor taxable profit or loss.

Deferred tax liabilities are recognized for all taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary differences, and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognized for deductible temporary differences and to the extent that it is probable that future taxable income will allow the deferred tax asset to be realized.

Deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized, or the liability is settled based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets may only be recognized up to the amount of the deferred tax liabilities as it is not sufficiently probable that future taxable profit will be available against which they can be utilized.

If transactions and other events are recognized directly in equity, any related taxes on income are also recognized directly in equity.

As transaction costs are recognized in the capital reserve, corresponding (deferred) tax effects are recognized partly due to the loss situation of Sono Group and the fact that deferred taxes for losses carried forward were partly recognized at the level of Sono N.V.

Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to offset current tax assets and current tax liabilities and these relate to income taxes levied by the same tax jurisdiction.

As the net deferred tax asset is not booked in a first step, no valuation allowance is booked.

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

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

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

Fair Value of Financial Instruments

The carrying amounts of certain financial instruments, including cash and cash equivalents, 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.

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

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period.

This determination requires significant judgments to be made.

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

As of September 30, 2025

Convertible notes payable at fair value

Total Liabilities

As of December 31, 2024

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 for the nine months ended September 30, 2025 and 2024 were KEUR 11,108 and KEUR 13,100 , respectively.

Convertible Notes

Payable at Fair Value

Balance December 31, 2024

Proceeds from new Borrowings

Fair value measurement (gain)/loss

Foreign exchange

Balance March 31, 2025

Proceeds from new Borrowings

Fair value measurement (gain)/loss

Foreign exchange

Balance June 30, 2025

Proceeds from new Borrowings

Fair value measurement (gain)/loss

Foreign exchange

Debt Conversion

Balance September 30, 2025

From time to time, the Company may be involved in claims and proceedings arising in the ordinary course of business.

The Company records a liability for loss contingencies when a loss is probable and reasonably estimable.

Management is not currently aware of any matter that it believes would have a material adverse effect on the Company’s condensed consolidated financial statements, except as otherwise disclosed in this Quarterly Report.

The Company’s commitments and contingencies include matters associated with the exit from the Subsidiary, lease-related obligations included in the discontinued operations disposal group, public-company obligations, financing arrangements and the Treasury Strategy.

Related Party Transactions

The Company evaluates relationships and transactions for related-party disclosure under applicable SEC and U.S.

GAAP requirements.

The Company considered its financing arrangements, preferred share arrangements, voting limitations, conversion rights, applicable beneficial-ownership limitations, including the 4.99% limitation, and other contractual arrangements with Yorkville in evaluating related-party disclosure.

Based on this evaluation and consistent with the Company’s historical treatment of similar arrangements, management identified Yorkville as a related party on the basis that YA II PN, Ltd.

is the sole holder of the Company’s outstanding Preferred Shares, which constitute 100% of that class of the Company’s issued share capital, and that Yorkville has maintained a long-standing and material financing relationship with the Company.

See Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants), Note 12 (Stockholders’ Equity) and Note 16 (Subsequent Events) for additional information.

No additional related-party transactions have been identified other than matters disclosed elsewhere in this Quarterly Report relating to financing, governance and the disposition of the legacy solar operations conducted through the Subsidiary.

Subsequent Events

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

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

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

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

The Company has evaluated subsequent events through the date these condensed consolidated financial statements were issued.

The following event occurring subsequent to March 31, 2026 is disclosed below.

Disposition of Sono Motors GmbH.

On May 4, 2026, the Company entered into a Share Purchase and Transfer Agreement (the “SPA”) with (i) Vorratsla-160 M UG (haftungsbeschränkt) (in the future, OZERA UG (haftungsbeschränkt)), a German limited liability company whose sole shareholder is Denis Azhar, and (ii) Vorratsla-161 M UG (haftungsbeschränkt) (in the future, JanSol Invest UG (haftungsbeschränkt)), a German limited liability company whose sole shareholder is Jan Schiermeister (together, the “Purchasers”), and the Subsidiary.

Azhar and Mr.

Schiermeister are the current managing directors of the Subsidiary.

Pursuant to the SPA, the Company sold and transferred to the Purchasers, with immediate legal effect under German law and without conditions precedent, all 33,588 shares representing 100 % of the outstanding share capital of the Subsidiary, with 50 % transferred to each Purchaser.

The purchase price for the shares was € 1.00 in the aggregate.

Simultaneously, the Company sold and assigned to the Purchasers its shareholder loan repayment claim against the Subsidiary, including accrued interest, with an outstanding amount of approximately € 10.5 million as of April 29, 2026, for an aggregate purchase price of € 1.00 .

Each Purchaser’s portion of the shareholder loan repayment claim is subject to (i) a two-year standstill undertaking by the Purchasers and (ii) a qualified subordination (qualifizierter Rangrücktritt) pursuant to German insolvency law under which the claim is subordinated to all other present and future creditors of the Subsidiary.

In connection with the SPA, the Company and the Subsidiary agreed to terminate their corporate services agreement with retroactive effect as of April 30, 2026.

The SPA also requires the parties to use their best efforts to cause the lease agreement for the premises located at Waldmeisterstraße 93, 80935 Munich, Germany, under which the Company is the current lessee, to be transferred to the Subsidiary as lessee by no later than June 30, 2026, with a full release of the Company from any further liability thereunder;

if such transfer is not completed by that date, the Company has the right to terminate the lease agreement.

The Subsidiary granted the Company a worldwide, limited, non-exclusive, non-transferable, royalty-free, irrevocable license to use the “Sono” brand as company name and in connection with the Company's stock exchange listing, securities trading or stock ticker.

The SPA is governed by the laws of Germany, and disputes arising under the SPA are subject to binding arbitration in Munich, Germany.

Following the signing date of the SPA, the Company no longer holds any equity interest in, or exercises any control over, the Subsidiary.

The Company will deconsolidate the Subsidiary upon loss of control in the second quarter of 2026 and will recognize any resulting gain or loss within discontinued operations in the period in which loss of control occurs.

Because the Company recognized a $ 519 thousand loss on classification as held for sale in the first quarter of 2026 to reduce the disposal group based on the planned sale and nominal consideration subsequently documented in the SPA, the Company does not expect to recognize that same amount again as a deconsolidation loss in the second quarter of 2026.

The final gain or loss on deconsolidation will be determined based on the Company’s consolidated U.S.

GAAP carrying amounts at the date control is lost, after considering the held-for-sale impairment recognized in the first quarter, sale-date changes, release of any cumulative translation adjustment attributable to the Subsidiary, taxes, transaction costs, retained obligations and other closing adjustments.

The SPA described above is the operative transaction document for the assignment of the shareholder loan repayment claim, including the approximately € 10.5 million outstanding amount as of April 29, 2026, the aggregate € 1.00 consideration, the two-year standstill and the qualified subordination terms described above.

The shareholder loan receivable recorded by the Company and the corresponding payable recorded by the Subsidiary were intra-entity balances eliminated in consolidation prior to the transaction.

Accordingly, the shareholder loan was not included as a separate consolidated receivable or liability in the held-for-sale impairment or deconsolidation analysis.

For consolidated reporting purposes, the assignment of the shareholder loan claim as part of the SPA affects the sale and deconsolidation analysis in the period in which control is lost, rather than creating a separate receivable in the March 31, 2026 consolidated balance sheet.

Parent-company stand-alone accounting for the shareholder loan may differ from the consolidated accounting treatment described herein.

Additional Financing.

Subsequent to March 31, 2026, on April 28, 2026, the Company received an additional tranche of funding from YA II PN, Ltd.

(“Yorkville”) in the form of a convertible debenture issued by the Company to Yorkville in the aggregate principal amount of $ 700 thousand (the “April 2026 Debenture”).

The April 2026 Debenture matures on April 28, 2027, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the April 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 April 2026 Debenture), for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the April 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 April 2026 Debenture) then in effect or the nominal value of one ordinary share.

Net proceeds to the Company from the April 2026 Debenture were $ 700,000 .

The April 2026 Debenture was issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and in reliance on similar exemptions under applicable state laws.

Any ordinary shares of the Company issuable upon conversion of the April 2026 Debenture will be issued without registration under the Securities Act in reliance on applicable exemptions therefrom.

The foregoing description of the April 2026 Debenture does not purport to be complete and is qualified in its entirety by reference to the full text of the April 2026 Debenture, which is attached to this Quarterly Report as Exhibit 10.11 and is incorporated herein by reference.

Because the funding under the April 2026 Debenture occurred after March 31, 2026, the additional tranche is not reflected in the Company’s condensed consolidated balance sheet, notes payable balance, fair value measurement or notes payable rollforward as of and for the three months ended March 31, 2026.

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

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

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (this “ Quarterly Report ” ) and our audited consolidated financial statements and related notes thereto for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the U.S.

Securities and Exchange Commission (the “ SEC ” ) on April 1, 2026 (our “ 2025 Form 10-K ” ).

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

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

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “ Risk Factors ” in Part I, Item 1A of our 2025 Form 10-K, as updated from time to time in our other filings with the SEC.

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

Please also see “ Cautionary Note Regarding Forward-Looking Statements ” below.

The events and circumstances reflected in our forward-looking statements may not be achieved or may not occur, and actual results could differ materially from those described in or implied by the forward-looking statements contained in the following discussion and analysis.

As a result of these risks, you should not place undue reliance on these forward-looking statements.

We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

We conduct our business through our subsidiary Sono Motors GmbH, a German limited liability company (Gesellschaft mit beschr ä nkter Haftung) (the “ Subsidiary ” ).

Unless otherwise indicated or the context otherwise requires, the terms “ Sono Motors, ” “ Sono, ” “ the Companies, ” “ we, ” “ our, ” “ ours, ” “ ourselves, ” “ us ” or similar terms refer to Sono Group N.V.

together with the Subsidiary.

The “ Company ” refers to Sono Group N.V.

and the “ Subsidiary ” refers to Sono Motors GmbH.

During the period from January 1, 2026 through March 14, 2026, Sono Group N.V.

( “ Sono N.V.

” ) conducted its business through its subsidiary, Sono Motors GmbH, a German limited liability company (Gesellschaft mit beschr ä nkter Haftung) (the “ Subsidiary ” ).

Unless otherwise indicated or the context otherwise requires, the terms “ Sono Group ” , “ Sono ” , “ the Company ” , “ we ” , “ our ” , “ us ” or similar terms, refer to Sono Group N.V.

together with its consolidated subsidiaries as of March 31, 2026.

On March 14, 2026, the Company ’ s 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.

Subsequent to March 31, 2026, on May 4, 2026, the Company sold and transferred 100% of the outstanding share capital of the Subsidiary to third-party purchasers;

see “ Recent Developments ” below and Note 16 (Subsequent Events) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional information.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors” in Item 1A of Part I of our 2025 Form 10-K, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “may,” “will,” “expect,” “estimate,” “could,” “should,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “forecast,” “project,” “target,” “continue,” “is/are likely to,” “will” or other similar or comparable expressions (including the negative of any of the foregoing).

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “may,” “will,” “expect,” “estimate,” “could,” “should,” “anticipate,” “aim,” “intend,” “plan,” “potential,” “forecast,” “project,” “target,” “continue,” “is/are likely to” or other similar or comparable expressions (including the negative of any of the foregoing).

These forward-looking statements include all matters that are not historical facts and are statements regarding our intentions, beliefs or current expectations.

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

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

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

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

the successful implementation and management of the pivot of our business to exclusively retrofitting and integrating our solar technology onto third party vehicles; and

the successful continued development, sale and delivery of our solar solutions for vehicles and similar products, as well as the continuous advancement of our current technologies and development of new technologies;

our ability to secure a sufficient number of future customer contracts or otherwise raise the additional funding required beyond the Yorkville Commitment to further develop and commercialize our solar technology and business as well as to continue as a going concern;

our future business and financial performance, including our ability to turn profitable, scale our operations and build a well-recognized and respected brand cost-effectively;

our ability to achieve customer acceptance of and demand for our products, including by developing and maintaining relationships with key business partners who are crucial for our operations or who directly deal with end users in our target market; and

our expectations regarding the development of our industry, market size and the regulatory and competitive environment in which we operate.

We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

our digital asset treasury strategy (the “Treasury Strategy”), including our planned acquisition and holding of Bitcoin, our covered-call yield strategy, our arrangements with Blockchain.com (BVI) II Limited (“Blockchain.com”) under the ISDA Master Agreement and related transaction documents, and any associated derivative and hedging transactions;

the price and volatility of Bitcoin and other digital assets, and the related impact on our financial condition, results of operations and liquidity;

our exit from the legacy solar operations conducted through the Subsidiary, which was completed subsequent to the three months ended March 31, 2026 through the execution and consummation of the SPA pursuant to which the Company sold the Subsidiary on May 4, 2026;

the planned solicitation of the ratification by our shareholders of our engagement in the Treasury Strategy at an extraordinary general meeting of shareholders;

our ability to maintain compliance with the continued listing standards of The Nasdaq Stock Market LLC (“Nasdaq”);

our liquidity and our ability to continue as a going concern;

the effectiveness of our internal control over financial reporting and disclosure controls and procedures, and our plans to remediate identified material weaknesses;

our expectations regarding the regulatory environment for digital assets and the development of the markets in which we operate.

We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, many of which are beyond our control.

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These forward-looking statements are neither promises nor guarantees of future performance.

We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report.

In addition, even if our results of operations, financial condition and liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.

Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation:

the risks, uncertainties, and assumptions described under “ Risk Factors ” in Item 1A of Part I of our 2024 Form 10-K, “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” in this Quarterly Report and elsewhere in this Quarterly Report.

We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the markets in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report.

Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risks, uncertainties and assumptions described under “Risk Factors” in Item 1A of Part I of our 2025 Form 10-K, in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report.

Any forward-looking statements made herein speak only as of the date of this Quarterly Report, and you should not rely on forward-looking statements as predictions of future events.

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Except as required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report or to conform these statements to actual results or revised expectations.

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website at https://ir.sonomotors.com.

We therefore encourage investors and others interested in the Company to review the information that we make available on our website, in addition to following our filings with the U.S.

Securities and Exchange Commission (“SEC”), webcasts, press releases and conference calls.

Investors and others should note that we may announce material business and financial information using our investor relations website at https://ir.sonomotors.com.

We therefore encourage investors and others interested in the Company to review the information that we make available on our website, in addition to following our filings with the SEC, webcasts, press releases and conference calls.

Information contained on our website is not part of this Quarterly Report.

Business Overview

We are a technology company focused on the development and commercialization of solar integration solutions for commercial vehicles.

Our proprietary solar charge controller (MCU) technology enables the seamless integration of solar energy into high- and low-voltage vehicle architectures, reducing fuel consumption and emissions for diesel-powered vehicles and extending battery life for electric vehicles.

Our product portfolio includes complete solar solutions for refrigerated trailers, electric buses, commercial vans and trucks, as well as standalone components, such as solar charge controllers (MCUs) and solar modules.

We also provide engineering services to assist OEMs and fleet operators in integrating solar technology into their vehicle production processes.

Since our pivot to solar-only solutions in early 2023, we have continued to refine and expand our offerings, with an increased focus on OEM partnerships to drive adoption of factory-installed solar solutions.

While we have generated limited revenue to date, we believe that our technology has large market potential in addressing the growing demand for cost-saving and emission-reducing energy solutions for commercial fleets.

Historically, we have incurred operating losses since our inception;

however, in 2024, we recorded an operating profit due to the impact of revaluation gains following the reconsolidation of our operating subsidiary after the termination of the self-administration proceedings with respect to the Companies (the “Self-Administration Proceedings”) in early 2024.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the period from January 1, 2026 through March 14, 2026, our business consisted of the legacy solar operations conducted through the Subsidiary.

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 our management board that there was not a clear path for the Subsidiary to achieve profitability in a reasonably desirable timeframe, and thereby avoid future losses to the Company.

This decision was made in conjunction with the decision on March 14, 2026 by our management board, with the approval of our supervisory board, to adopt the Treasury Strategy effective that same day.

Under the Treasury Strategy, the principal holding in our treasury reserve on our balance sheet is allocated to digital assets, principally Bitcoin (“Bitcoin” or “BTC”), by applying a covered-call yield strategy.

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.

We intend to solicit the ratification by our shareholders of our engagement in the Treasury Strategy at an extraordinary general meeting of shareholders.

Under Dutch law, the ratification by our shareholders of our engagement in the Treasury Strategy is required to successfully implement the Treasury Strategy.

In connection with the Treasury Strategy, on March 10, 2026, Sono N.V.

entered into a 2002 ISDA Master Agreement with Blockchain.com (the “ISDA Master Agreement”), facilitating Sono N.V.

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 are governed by the ISDA Master Agreement, including the related Schedule executed on March 10, 2026 (the “Schedule”).

The structure of the Transactions may include forwards, swaps, futures, options or other derivative transactions in respect of digital assets.

In addition, Sono N.V.

and Blockchain.com entered into a Credit Support Annex to the Schedule, dated as of March 10, 2026 (the “Credit Support Annex”), which sets forth the terms upon which Sono N.V.

is required to deliver additional collateral to Blockchain.com (and Blockchain.com is required to return collateral to Sono N.V.) 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 of March 31, 2026, the Subsidiary was presented as a discontinued operation and disposal group classified as held for sale.

Our continuing operations consist of parent-company activities, public-company obligations, financing-related items and our digital asset treasury activities.

As a result of these developments, our financial information for the periods presented in this Quarterly Report may in many respects not be comparable to our historical financial information.

We operate as a single business segment.

Recent Developments

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

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

The legal entity remains Sono Motors GmbH;

the change pertains to market-facing branding and positioning.

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

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

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

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

See Notes 8 and 9 to the Financial Statements.

On September 9, 2025, George G.

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

The Supervisory Board nominated Kevin McGurn as Chief Executive Officer;

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

Disposition of Sono Motors GmbH.

On May 4, 2026, we entered into the SPA with (i) Vorratsla-160 M UG (haftungsbeschränkt), a German limited liability company whose sole shareholder is Denis Azhar, and (ii) Vorratsla-161 M UG (haftungsbeschränkt), a German limited liability company whose sole shareholder is Jan Schiermeister (together, the “Purchasers”), and the Subsidiary.

Azhar and Mr.

Schiermeister are the current managing directors of the Subsidiary.

Pursuant to the SPA, we sold and transferred to the Purchasers, with immediate legal effect under German law and without conditions precedent, all 33,588 shares representing 100% of the outstanding share capital of the Subsidiary, with 50% transferred to each Purchaser.

The purchase price for the shares was €1.00 in the aggregate.

Simultaneously, we sold and assigned to the Purchasers our shareholder loan repayment claim, including accrued interest, with an outstanding amount of approximately €10.5 million as of April 29, 2026, for an aggregate purchase price of €1.00.

In connection with the SPA, we and the Subsidiary agreed to terminate our corporate services agreement with retroactive effect as of April 30, 2026.

The SPA also requires the parties to use their best efforts to cause the lease agreement for the premises located at Waldmeisterstraße 93, 80935 Munich, Germany, under which we are the current lessee, to be transferred to the Subsidiary as lessee by no later than June 30, 2026, with a full release of us from any further liability thereunder;

if such transfer is not completed by that date, we have the right to terminate the lease agreement.

The Subsidiary granted us a worldwide, limited, non-exclusive, non-transferable, royalty-free, irrevocable license to use the “Sono” brand as company name and in connection with our stock exchange listing, securities trading or stock ticker.

The SPA is governed by the laws of Germany, and disputes arising under the SPA are subject to binding arbitration in Munich, Germany.

Following the signing date of the SPA, we no longer hold any equity interest in, or exercise any control over, the Subsidiary.

We will deconsolidate the Subsidiary upon loss of control and recognize any resulting gain or loss within discontinued operations in the period in which the loss of control occurs.

Because we recognized a $519 thousand loss on classification as held for sale in the first quarter of 2026 to reduce the disposal group based on the planned sale and nominal consideration subsequently documented in the SPA, we do not expect to recognize that same amount again as a deconsolidation loss in the second quarter of 2026.

The final gain or loss on deconsolidation will be determined based on our consolidated U.S.

See Note 16 (Subsequent Events) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional information.

Change in Reporting Currency.

Effective January 1, 2026, we changed our reporting currency from the euro to the U.S.

We have recast all prior-period financial information presented in our condensed consolidated financial statements into U.S.

dollars as if the U.S.

dollar had been our reporting currency since the earliest period presented.

The change in reporting currency does not change the underlying functional-currency determination for each distinct and separable operation.

The Subsidiary continues to have the euro as its functional currency.

See Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional information.

Additional Financing.

Subsequent to March 31, 2026, on April 28, 2026, the Company received an additional tranche of funding from Yorkville in the form of a convertible debenture issued by the Company to Yorkville in the aggregate principal amount of $700 thousand.

The April 2026 Debenture matures on April 28, 2027, which maturity date may be extended at the option of Yorkville.

Further, interest accrues on the outstanding principal balance of the April 2026 Debenture at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default, for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the April 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 then in effect or the nominal value of one ordinary share.

Net proceeds to the Company from the April 2026 Debenture were $700,000.

Any ordinary shares of the Company issuable upon conversion of the April 2026 Debenture will be issued without registration under the Securities Act in reliance on applicable exemptions therefrom.

See Note 16 (Subsequent Events) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional information.

Components of Our Results of Operations

We have not yet generated material revenue from our solar technology solutions.

Historically, our revenue has been derived primarily from prototype sales and pilot installations of our solar retrofit solutions, including the Solar Bus Kit.

In 2024, we expanded our product offerings to include additional commercial vehicle categories, such as trucks, refrigerated trailers and electric vans.

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

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

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

We anticipate that revenue fluctuations may occur as we move from initial pilot programs toward broader commercialization.

While we anticipate an increase in revenue as adoption of our solar solutions expands, our future revenue growth is subject to factors including successful commercialization of our technology, scaling production, obtaining additional regulatory approvals and securing long-term contracts with OEMs and fleet operators.

Additionally, revenue growth may be affected by macroeconomic conditions, supply chain constraints and shifts in government incentives for renewable energy technologies.

Our expected revenue streams include the sale of complete solar solutions, standalone solar products such as solar modules and solar charge controllers, as well as data services and engineering services that support OEM integration and fleet adoption.

Our revenue recognition follows standard contract-based policies, with revenue recognized upon delivery of products or completion of contractual obligations.

Cost of Sales

Historically, our cost of sales has been minimal, reflecting the limited revenue generation from prototype projects and early-stage product deployments.

As we scale production and move toward broader commercialization, we expect cost of sales to increase in line with higher manufacturing volumes, supply chain expenditures and product fulfillment costs.

Research and Development Expenses

We did not record research expenses in prior years, as we did not engage in fundamental research activities.

Our development expenses primarily consist of (i) personnel expenses for our development team, including salaries, bonuses and related share-based compensation, (ii) costs associated with prototype development and solar integration, (iii) professional services and (iv) other expenses.

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

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

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

Selling, General and Administrative Expenses

We recognize selling, general and administrative expenses (“SG&A”) on an accrual basis when incurred.

These expenses primarily include employee compensation, consultant and professional service fees, legal and compliance costs, marketing and promotional activities, intellectual property-related expenses and general overhead costs.

As we continue to scale our operations and expand our market presence, we anticipate SG&A expenses to reflect investments in business development, commercialization efforts and strategic partnerships.

Additionally, as a public company, we expect continued costs related to regulatory compliance, financial reporting and investor relations.

Other Operating Income/Expenses

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

Other operating expenses mainly consist of non-recurring costs.

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

Gain from Reconsolidation of Subsidiary

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 €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 2024 operating results and represents the financial impact of regaining control over the Subsidiary.

While this gain had a significant positive effect on our reported 2024 operating results, it does not reflect ongoing business operations or recurring profitability.

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

Other Income (Expenses)

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

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

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

We did not generate revenue from continuing operations during the three months ended March 31, 2026 or March 31, 2025.

Revenue generated by the legacy solar operations conducted through the Subsidiary has been presented within discontinued operations for all periods presented.

Digital Asset Treasury Loss, Net

Digital asset treasury income (loss), net consists of (i) realized and unrealized fair-value changes on Bitcoin holdings, (ii) realized gains or losses on settlement, expiration or close-out of written covered Bitcoin call options accounted for as freestanding derivative liabilities, and (iii) fair-value changes on open written covered Bitcoin call option positions.

Premiums received on written covered call options are consideration for assuming a derivative obligation and are not recorded as revenue from contracts with customers.

See Note 5 (Digital Assets) and Note 6 (Written Covered Bitcoin Call Options) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

General and Administrative Expenses

General and administrative expenses include professional fees (including legal, audit, accounting and financing- and transaction-related fees), public-company and SEC reporting costs, insurance, office and rent expense, software and subscriptions and other holding-company overhead.

Gain on Change in Fair Value of Convertible Notes Payable Carried at Fair Value

Gain on change in fair value of convertible notes payable carried at fair value represents period-to-period fair-value remeasurements of certain predecessor convertible notes that were accounted for under the fair-value election.

The fair-value election is not applicable to the convertible debentures issued during the three months ended March 31, 2026, which are accounted for using the debt-host plus embedded-derivative model.

Accordingly, this line item is not expected to recur in respect of the convertible debentures issued during the three months ended March 31, 2026.

See Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Gain on Change in Fair Value of Embedded Derivative Liabilities

Gain on change in fair value of embedded derivative liabilities represents period-to-period fair-value remeasurements of the embedded conversion derivative liabilities bifurcated from the convertible debentures issued during the three months ended March 31, 2026, with changes in fair value recognized in earnings.

Interest Expense, Including Amortization of Debt Discount

Interest expense, including amortization of debt discount consists of contractual coupon interest accrued on outstanding convertible debentures and amortization of the related debt discount over the term of the instruments.

Foreign Currency Loss, Net

Foreign currency gain (loss), net consists of realized and unrealized gains and losses arising on monetary balances denominated in currencies other than the relevant entity’s functional currency.

Loss From Discontinued Operations, Net of Tax

Loss from discontinued operations, net of tax represents the results of operations of the Subsidiary, which has been presented as a discontinued operation for all periods presented in connection with our decision to terminate funding to, and exit the legacy solar operations conducted through, the Subsidiary.

See Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale) and Note 16 (Subsequent Events) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Results of Operations

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

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

Three months ended

September 30,

(in $ thousands)

Cost of sales

Operating expenses

Selling and distribution expenses

Continuing operations

Digital asset treasury loss, net

General and administrative expenses

Research and development

Gain on reconsolidation

Other operating income/(loss)

Operating (loss) / income

Other income / (expense)

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

Gain / (loss) on foreign currency translation

For the three months ended September 30, 2025, we recorded revenue of €49 thousand, while for the three months ended September 30, 2024, we recorded no revenue.

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

Cost of Sales

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

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

Research and Development Expenses

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

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

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

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

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

Other operating income / expenses

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

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

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

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

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

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

Gain on Foreign Currency Translation

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

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

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

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

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

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

Nine months ended

September 30,

(in € thousands)

Cost of sales

Operating expenses

Selling and distribution expenses

Loss from continuing operations

Gain on change in fair value of convertible notes payable carried at fair value

Gain on change in fair value of embedded derivative liabilities

Interest expense, including amortization of debt discount

Foreign currency loss, net

Total other income, net

Income (loss) from continuing operations before income taxes

Income tax expense

Income (loss) from continuing operations

Loss from discontinued operations, net of tax

Net income (loss)

Digital Asset Treasury Loss, Net

For the three months ended March 31, 2026, digital asset treasury loss, net was $313 thousand, consisting principally of a $326 thousand unrealized fair-value remeasurement loss on Bitcoin holdings, partially offset by net written covered Bitcoin call option income of $14 thousand (consisting of $35 thousand of realized expiration or settlement gain less a $21 thousand unrealized loss on open written-call positions), and other digital asset treasury items.

We did not hold digital assets and did not write covered Bitcoin call options during the three months ended March 31, 2025.

General and Administrative Expenses

Research and development

Gain on reconsolidation

Other operating income

Operating (loss) / income

Other income / (expense)

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

Gain / (Loss) on foreign currency translation

For the nine months ended September 30, 2025, we recorded revenue of €101 thousand, while for the nine months ended September 30, 2024, we recorded no revenue.

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

Cost of Sales

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

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

Research and Development Expenses

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

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

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

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

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

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

Other operating income / expenses

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

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

Gain (Loss) on deconsolidation/reconsolidation

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

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

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

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

For the nine months ended September 30, 2025, we recognized a gain of approximately €11,108 thousand from the fair value measurement of financial liabilities.

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

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

Gain (Loss) on Foreign Currency Translation

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

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

For the nine months ended September 30, 2025, we reported net income of €6,632 thousand, while for the nine months ended September 30, 2024, we reported a net income of €69,931 thousand.

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

Looking ahead, we anticipate incurring operating losses in future periods as we continue to scale our operations, invest in research and development and expand our commercial footprint.

Our long-term financial performance will depend on successful commercialization of our ViPV solutions, revenue growth from OEM partnerships and standalone product sales and efficient cost management.

For the three months ended March 31, 2026, general and administrative expenses were $1,167 thousand, compared to $1,018 thousand for the three months ended March 31, 2025.

The increase principally reflects higher professional fees associated with the adoption of the Treasury Strategy, the entry into the ISDA Master Agreement and related transaction documents, the execution of the convertible debenture and pre-funded warrant financings, and continuing public-company costs.

General and administrative expenses related to the legacy solar operations have been presented within discontinued operations for all periods presented.

Gain on Change in Fair Value of Convertible Notes Payable Carried at Fair Value

For the three months ended March 31, 2025, we recognized a gain of $10,331 thousand on the fair-value remeasurement of convertible notes accounted for under the fair-value election.

The fair-value election applied to the predecessor convertible debentures and is not applicable to the convertible debentures issued during the first quarter of 2026, which are accounted for using the debt-host plus embedded-derivative model.

See Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Gain on Change in Fair Value of Embedded Derivative Liabilities

For the three months ended March 31, 2026, we recognized a gain of $591 thousand on the change in the fair value of the embedded conversion derivative liabilities associated with the convertible debentures issued during the period.

The embedded conversion features were bifurcated from the debt host and accounted for as derivative liabilities at fair value, with changes in fair value recognized in earnings.

We did not have an embedded derivative liability during the three months ended March 31, 2025.

Interest Expense, Including Amortization of Debt Discount

For the three months ended March 31, 2026, interest expense, including amortization of debt discount, was $113 thousand, consisting of $44 thousand of accrued coupon interest on the convertible debentures issued during the period and $69 thousand of debt discount amortization.

There was no comparable interest expense recognized in continuing operations for the three months ended March 31, 2025, because the predecessor convertible notes were accounted for at fair value, with all changes in fair value recognized within the fair-value line item.

Foreign Currency Loss, Net

For the three months ended March 31, 2026, we did not recognize a net foreign currency gain or loss.

For the three months ended March 31, 2025, we recognized a net foreign currency loss of $13 thousand within continuing operations.

Loss From Discontinued Operations, Net of Tax

For the three months ended March 31, 2026, loss from discontinued operations, net of tax was $1,013 thousand, compared to $1,498 thousand for the three months ended March 31, 2025.

The decrease reflects the wind-down of operating activity at the Subsidiary following our March 14, 2026 decision to terminate funding to, and exit the legacy solar operations conducted through, the Subsidiary, partially offset by a $519 thousand loss on classification as held for sale recognized during the three months ended March 31, 2026.

Net Income (Loss)

For the three months ended March 31, 2026, we reported a net loss of $2,015 thousand, compared to net income of $7,802 thousand for the three months ended March 31, 2025.

The change is principally driven by the absence in 2026 of the prior-year fair-value gain on convertible notes accounted for under the fair-value election and the $519 thousand loss on classification as held for sale, partially offset by the 2026 gain on change in the fair value of the embedded conversion derivative liabilities and the lower operating loss from discontinued operations.

Liquidity and Capital Resources

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

As of March 31, 2026, our cash and cash equivalents were $237 thousand, compared to $243 thousand as of December 31, 2025.

Cash consists of cash in bank accounts.

We do not currently generate material revenue from operations and continue to incur operating expenses related to the commercialization of our solar technology, general and administrative functions and development activities.

Our liquidity position is highly dependent on external financing, including equity and equity-linked financings, debt instruments and strategic partnerships.

We do not currently generate revenue from continuing operations and we continue to incur operating expenses related to holding-company overhead and public-company compliance costs.

Following the adoption of the Treasury Strategy and the cessation of funding to the Subsidiary in the first quarter of 2026, our liquidity position is principally dependent on the performance of our digital asset holdings and the cash flows generated through the Treasury Strategy, supplemented as necessary by external financing, including equity and equity-linked financings and debt instruments.

Sources and Uses of Liquidity

2 unchanged sentences

On November 17, 2021, the Company consummated its IPO of 10,000,000 ordinary shares at a price of $15.00 per share.

In addition, the underwriters in our IPO exercised their greenshoe option to purchase an additional 1,500,000 ordinary shares (“Ordinary Shares”) at a price of $13.95 per share.

In addition, the underwriters in our IPO exercised their greenshoe option to purchase an additional 1,500,000 ordinary shares at a price of $13.95 per share.

In total, the Company raised $160 million (€142 million) through the IPO, after deducting underwriting discounts and commissions.

6 unchanged sentences

During 2022, the Company sold to Berenberg a total of 8,748,433 ordinary shares for total gross proceeds of $17 million (€17 million).

The 2022 Convertible Debentures (as defined below) issued to Yorkville pursuant to the securities purchase agreement in December 2022 and subsequent amendment in 2024.

On December 7, 2022, the Company entered into a securities purchase agreement with Yorkville under which the Company agreed to sell and issue to Yorkville debentures (the “2022 Convertible Debentures”) in a gross aggregate principal amount of up to $31.1 million (€29.4 million).

In the context of the former Self-Administration Proceedings and in connection with Yorkville’s commitment to provide limited financing (the “First Commitment”) to the Company pursuant to a funding commitment letter (the “Funding Commitment Letter”), the Companies entered into certain investment-related 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 pursuant to which Yorkville committed additional financing to the Company (the “Second Commitment” and together with the First Commitment, the “Yorkville Restructuring Investment”).

The debentures issued to Yorkville pursuant to the securities purchase agreement in December 2022 and subsequent issuances in 2024 and 2025.

On December 7, 2022, the Company entered into a securities purchase agreement with Yorkville under which the Company agreed to sell and issue to Yorkville the convertible debentures in a gross aggregate principal amount of up to $31.1 million (€29.4 million) (the “2022 Debentures”).

In mid-November 2023, in the context of the former Self-Administration Proceedings, the Company and Yorkville entered into certain investment-related agreements that became effective on November 20, 2023 (such agreements collectively, the “Yorkville Investment Agreements”), pursuant to which Yorkville committed to provide financing to the Company, subject to the Company’s continued compliance with the terms of the Yorkville Investment Agreements.

Among other Yorkville Investment Agreements, the Company and Yorkville entered into a restructuring agreement (as amended from time to time, the “Restructuring Agreement”) and a funding commitment letter (as amended from time to time, the “Funding Commitment Letter”), pursuant to which Yorkville committed to provide limited financing to the Company (the “First Commitment”).

On April 30, 2024, the Company and Yorkville entered into an amendment to the Funding Commitment Letter, pursuant to which Yorkville committed additional financing to the Company (the “Second Commitment” and together with the First Commitment, the “Yorkville Restructuring Investment”).

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.

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

On February 12, 2025, the Company and Yorkville entered into an Omnibus Amendment to Transaction Documents, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of a $1,000,000 secured convertible debenture (the “First Advance Debenture”).

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

On April 24, 2025, the Company and Yorkville entered into a fourth Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $500,000 of the Yorkville Commitment in the form of a $500,000 secured convertible debenture (the “Third Advance Debenture”).

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

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

On August 15, 2025, the Company and Yorkville entered into an ninth Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $350,540 of the Yorkville Commitment in the form of a $350,540 secured convertible debenture (the “Sixth Advance Debenture”).

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

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

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

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

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

Limited revenues from sale of prototypes, our solar products and services.

Our cash outflows have primarily been driven by:

Research and development expenditures, including product testing, solar module validation and MCU development.

General and administrative costs, such as payroll, legal and advisory services and public company compliance costs.

Investment in commercialization efforts, including OEM partnerships and vehicle integration projects.

Future Capital Needs and Outlook

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

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

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

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

Additional equity or debt financings, subject to market conditions.

Non-dilutive funding sources, such as government grants and strategic collaborations.

Revenue generation from sales of our solar solutions and engineering services, which we expect to ramp up over time.

Our future financing requirements will depend on many factors, including, among others:

the market’s willingness to adopt solar-powered mobility solutions;

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

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

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

the costs of raw materials or certain products;

our ability to obtain or agree on acceptable terms and conditions on all or a significant portion of the government grants, loans and other incentives for which we may apply;

our ability to establish a network for aftersales customer service or otherwise successfully address the service and maintenance requirements of our customers;

any product liability or other lawsuits related to our products; and

the costs of operating as a public company.

If we are unable to secure additional funding on acceptable terms, we may be required to adjust our growth strategy, delay development projects or pursue alternative financing solutions.

Going Concern Considerations

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

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

However, our ability to continue as a going concern is dependent on our ability to either secure a sufficient number of future customer contracts or secure additional capital.

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

Management continues to evaluate financing alternatives, and we remain confident in our ability to raise the necessary capital to execute our business plan, especially considering the recent listing of the Company’s ordinary shares on the Nasdaq Capital Market.

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

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

Nine months ended September 30,

On December 30, 2024, the Company and Yorkville entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company agreed to sell and issue to Yorkville a new convertible debenture (the “New Commitment Debenture”) in the aggregate principal amount of $5 million.

On December 30, 2024, the Company and Yorkville also entered into an exchange agreement (the “Exchange Agreement” and together with the SPA “Transaction Documents”), pursuant to which the Company agreed to issue, subject to the satisfaction of certain closing conditions, 1,242 preferred shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, which at that time included the 2022 Debentures, the new convertible debentures issued to Yorkville on February 5, 2024 and August 30, 2024 (the “2024 Debentures”) and the New Commitment Debenture (if issued).

On February 12, 2025, the Company and Yorkville entered into an Omnibus Amendment to Transaction Documents (the “First 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 the First Debenture.

On March 25, 2025, the Company and Yorkville entered 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 million of the Yorkville Commitment in the form of the Second Debenture.

On April 24, 2025, the Company and Yorkville entered into a fourth Omnibus Amendment to Transaction Documents (the “Fourth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $500,000 in the form of the Third Debenture.

On May 26, 2025, the Company and Yorkville entered into a fifth Omnibus Amendment to Transaction Documents (the “Fifth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $750,000 in the form of the Fourth Debenture.

On August 6, 2025, the Company and Yorkville entered into an eighth Omnibus Amendment to Transaction Documents (the “Eighth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $190,000 in the form of the Fifth Debenture.

On August 15, 2025, the Company and Yorkville entered into a ninth Omnibus Amendment to Transaction Documents (the “Ninth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement 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.

On September 5, 2025, the Company and Yorkville entered into a tenth Omnibus Amendment to Transaction Documents (the “Tenth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, (1) increase the aggregate principal amount of the Debenture by an additional $2,200,000 for a total of $7,200,000, 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.

On January 26, 2026, the Company issued the Debenture SEV-8 to Yorkville in the aggregate principal amount of $600,000.

On February 19, 2026, the Company issued the Debenture SEV-9 to Yorkville in the aggregate principal amount of $750,000.

On March 10, 2026, the Company issued a pre-funded warrant to Yorkville to purchase up to 283,367 Ordinary Shares at an exercise price of €0.01 per share, for aggregate gross proceeds of approximately $2,000,004.29.

On March 10, 2026, the Company issued a convertible debenture to Yorkville in the aggregate principal amount of $3,000,000, maturing on March 10, 2027 (“Debenture SEV-10”).

Limited grant funding from government and public research institutions, supporting the development of our proprietary solar technology, which has been classified within discontinued operations.

Limited revenues from sale of prototypes, our solar products and services, which have been classified within discontinued operations.

Our cash outflows during the three months ended March 31, 2026 were principally driven by:

General and administrative expenses, primarily professional fees, public-company and SEC reporting costs and other holding-company overhead.

Purchases of Bitcoin in connection with the Treasury Strategy.

Cash used in the operations of the Subsidiary, which have been classified within discontinued operations.

Liquidity Outlook and Ability to Continue as a Going Concern

The Company has incurred recurring operating losses and historically negative cash flows from operations since inception, primarily attributable to the operations of the Subsidiary, which has been classified as a discontinued operation for all periods presented and, subsequent to March 31, 2026, on May 4, 2026, the Company sold and transferred 100% of the outstanding share capital of the Subsidiary to third-party purchasers.

For the three months ended March 31, 2026, the Company recorded a loss from continuing operations of $1,480 thousand and a net loss of $2,015 thousand, and as of March 31, 2026 had cash and cash equivalents of $237 thousand and an accumulated deficit of $335.4 million.

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

These actions, which are more fully described under “Sources and Uses of Liquidity” above and in Note 3 (Liquidity and Going Concern Analysis), Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale), Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) and Note 16 (Subsequent Events) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, included:

(i) raising aggregate gross proceeds of approximately $6.4 million through the issuance of the Q1 2026 Debentures to Yorkville on January 26, 2026, February 19, 2026 and March 10, 2026, respectively, in the aggregate principal amount of $4.35 million and the issuance to Yorkville on March 10, 2026 of a pre-funded warrant for aggregate proceeds of $2.0 million;

(ii) using a substantial portion of the proceeds to implement the Treasury Strategy, including the acquisition of Bitcoin and entry into an institutional framework with Blockchain.com in the form of the ISDA Master Agreement and the related Schedule and Credit Support Annex;

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

In addition, as further described under “Recent Developments” above, subsequent to March 31, 2026, the Company completed its exit from the legacy solar operations through the execution and consummation of the SPA pursuant to which the Subsidiary was sold on May 4, 2026, and received from Yorkville an additional tranche of funding in the amount of $700 thousand in the form of a convertible debenture.

These actions are relevant to management’s liquidity plans and operating strategy, but they did not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to maintain adequate liquidity remains subject to significant uncertainties, including, among other things, 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 residual obligations of the Company under the Share Purchase and Transfer Agreement, including the pending transfer of the lease for the Munich premises by no later than June 30, 2026, sale-date deconsolidation effects not already reflected in the first-quarter held-for-sale impairment, and the maturities of the Q1 2026 Debentures in 2027, which may require us to negotiate a 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.

See Note 3 (Liquidity and Going Concern Analysis) and Note 16 (Subsequent Events) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional information.

The table below summarizes our cash flows (used in) from operating, investing and financing activities for the three months ended March 31, 2026 and 2025.

For the three months ended March 31,

(in $ thousands)

Net cash used in operating activities

Net cash (used in) / provided by investing activities

Net cash from financing activities

Effect of currency translation on cash and cash equivalents

Net increase / (decrease) in cash

Cash and cash equivalents at the beginning of the period

Cash at end of the period

Net cash used in operating activities

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

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

Net cash provided by investing activities

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

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

Net cash from financing activities

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

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

Cash provided by (used in):

Operating activities

Investing activities

Financing activities

Effect of exchange-rate changes and held-for-sale cash presentation on cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Net cash provided by / (used in) operating activities

Net cash used in operating activities was $1,356 thousand for the three months ended March 31, 2026, compared to net cash used in operating activities of $2,582 thousand for the three months ended March 31, 2025.

The current period reflects a net loss of $2,015 thousand adjusted for noncash items, including the $1,264 thousand gain on change in fair value of embedded conversion derivative liabilities, the $519 thousand loss on classification as held for sale, $275 thousand of foreign currency and other noncash items, and $200 thousand of net changes in operating assets and liabilities, including discontinued operations.

The prior-year period included the $10,331 thousand noncash gain on change in fair value of convertible notes payable carried at fair value.

Net cash used in investing activities

Net cash used in investing activities was $5,000 thousand for the three months ended March 31, 2026, reflecting purchases of Bitcoin in connection with the Treasury Strategy.

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

Net cash provided by financing activities

Net cash provided by financing activities was $6,350 thousand for the three months ended March 31, 2026, resulting from gross proceeds of $4,350 thousand received in connection with the issuance of the Q1 2026 Debentures and gross proceeds of $2,000 thousand received in connection with the issuance of the Pre-Funded Warrant.

Net cash provided by financing activities was $2,000 thousand for the three months ended March 31, 2025, resulting from gross proceeds of $2,000 thousand from the issuance of convertible debentures to Yorkville in February and March 2025.

Critical Accounting Policies and Estimates

Our critical accounting policies are disclosed in Note 2 of the notes to our consolidated financial statements included in Part II, Item 8 of the 2024 Form 10-K.

Since the date of such financial statements, there have been no material changes to our significant accounting policies.

There have been no material changes to our critical accounting estimates from those disclosed in Part II, Item 8 of our 2025 Form 10-K, except for the addition of digital asset and derivative liability fair-value measurement and the change in reporting currency described in Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Quantitative and Qualitative Disclosures About Market Risk.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements