Sono Group (NASDAQ: SSM) raises $600K via convertible debt

Rhea-AI Filing Summary

Sono Group N.V. issued a $600,000 convertible debenture to YA II PN, Ltd. (Yorkville) on January 26, 2026. The debenture carries 12% annual interest, rising to 18% if an Event of Default continues, and matures on January 26, 2027, with an extension option for Yorkville.

Yorkville may convert the debt into ordinary shares at the lower of $18.75 per share or 85% of the lowest daily VWAP over the seven trading days before conversion, but not below a floor price or the nominal share value. The company received net proceeds of $600,000, and the debenture and any conversion shares were issued in a private, unregistered offering relying on securities law exemptions.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 26, 2026

Sono Group N.V.
(Exact name of registrant as specified in its charter)

The Netherlands	001-41066	98-1828632
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Waldmeisterstrasse 93, Munich, Germany	80935
(Address of principal executive offices)	(Zip Code)

+49 (0)89 4520 5818

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares	SSM	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 26, 2026, Sono Group N.V. (the “Company”) issued a convertible debenture (the “Debenture”) to YA II PN, Ltd. (“Yorkville”) in the aggregate principal amount of $600,000.

The Debenture matures on January 26, 2027, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the 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 Debenture). for so long as such Event of Default remains uncured. Yorkville will have the right to convert the 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 Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the Debenture were $600,000.

The foregoing description of the Debenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Debenture, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information under Item 1.01 above is incorporated by reference into this Item 3.02.

The Debenture was issued in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. Any Ordinary Shares issuable upon conversion of the Debenture will be issued without registration under the Securities Act in reliance on applicable exemptions therefrom.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:

Exhibit	Description of Exhibit
10.1	Convertible Debenture dated January 26, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sono Group N.V.
	By /s/ Kevin McGurn
	Name:	Kevin McGurn
	Title:	CEO and Managing Director

Date: January 29, 2026

FAQ

What financing did Sono Group N.V. (SSM) enter into on January 26, 2026?

Sono Group N.V. issued a $600,000 convertible debenture to YA II PN, Ltd. The instrument provides cash to the company and can later be converted into ordinary shares under specified pricing terms and conditions.

What are the key terms of Sono Group (SSM) convertible debenture interest and maturity?

The debenture carries 12% annual interest and matures on January 26, 2027. If an Event of Default remains uncured, the interest rate increases to 18%, and Yorkville may extend the maturity date at its option.

How is the conversion price of Sono Group (SSM) debenture into shares determined?

Yorkville can convert the debenture into ordinary shares at the lower of $18.75 per share or 85% of the lowest daily VWAP over seven prior trading days, subject to a floor price and the nominal value of one ordinary share.

How much cash did Sono Group N.V. (SSM) receive from the convertible debenture?

Sono Group N.V. received net proceeds of $600,000 from issuing the convertible debenture. These funds come from Yorkville in exchange for the debt, which can later be converted into ordinary shares under the agreed pricing formula.

Was Sono Group (SSM) convertible debenture and related shares registered with the SEC?

The debenture was issued in a private placement relying on Section 4(a)(2) of the Securities Act. Any ordinary shares issuable upon conversion will also be issued without SEC registration, using applicable exemptions from registration requirements.