Sono Group raises $750,000 via convertible debenture

Rhea-AI Filing Summary

Sono Group N.V. entered into a financing agreement by issuing a $750,000 convertible debenture to YA II PN, Ltd. (Yorkville). The debenture bears 12% annual interest, rising to 18% if an event of default continues, and matures on February 19, 2027, with Yorkville able to extend the maturity date.

Yorkville may convert the debenture into ordinary shares at the lower of $18.75 per share or 85% of the lowest daily volume-weighted average price over the seven trading days before conversion, subject to a floor price and the nominal share value. Net cash proceeds to the company were $750,000, and the issuance was conducted as a private placement relying on Securities Act exemptions.

Insights

Capital structure and credit analyst

Sono Group raises $750,000 via high-yield, discounted convertible debt.

Sono Group N.V. secured $750,000 in funding through a convertible debenture to Yorkville, carrying a 12% annual interest rate and maturing on February 19, 2027. The structure combines debt financing with potential equity conversion, giving the lender multiple ways to recover value.

The conversion formula lets Yorkville convert at the lower of $18.75 per share or 85% of the lowest daily VWAP over seven trading days, constrained by a floor price and nominal share value. This creates potential share issuance at a discount to recent trading levels, depending on future prices.

The debenture’s interest rate, plus the step-up to 18% after an uncured event of default, signals relatively expensive capital. Actual dilution and cash cost will depend on whether Yorkville chooses to hold the debenture to maturity or convert into equity over time.

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, or exhibit attachments filed with this report.

FAQ

What financing did Sono Group N.V. (SSM) announce in this 8-K?

Sono Group N.V. issued a $750,000 convertible debenture to YA II PN, Ltd. (Yorkville). The instrument combines interest-bearing debt with the option for Yorkville to convert into ordinary shares under a defined pricing formula and maturity schedule.

What are the key terms of Sono Group’s $750,000 Yorkville debenture?

The debenture matures on February 19, 2027, with maturity extendable at Yorkville’s option. It carries 12% annual interest, rising to 18% if an event of default continues, and may be converted into ordinary shares under a price formula tied to recent trading levels.

How is the conversion price for Sono Group’s debenture into SSM shares determined?

Yorkville can convert at the lower of $18.75 per ordinary share or 85% of the lowest daily volume-weighted average price over the seven trading days before conversion, subject to a floor price and the nominal value of one ordinary share.

How much cash did Sono Group N.V. receive from the Yorkville debenture?

Net proceeds to Sono Group N.V. from the convertible debenture were $750,000. This amount reflects the funding the company actually received from Yorkville in connection with the transaction described in the current report.

Was Sono Group’s $750,000 debenture issuance 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 issued upon conversion are expected to be issued without registration, using applicable exemptions under U.S. securities laws.

What happens to the debenture interest rate if Sono Group defaults?

Interest on the debenture accrues at a 12% annual rate under normal conditions. If an event of default occurs and remains uncured, the annual interest rate increases to 18% for as long as the default continues.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/24/2026 - 04:30 PM Learn about SEC filing dates

false 0001840416 0001840416 2026-02-19 2026-02-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): February 19, 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 February 19, 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 $750,000.

The Debenture matures on February 19, 2027, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the 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 $750,000.

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 February 19, 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: February 24, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 89.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB