Sono Group N.V.
For the period ended Sep 30, 2025. Filed Nov 20, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 20, 2025
SSM$0.89+2.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001171843-25-005499
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-20.
0001171843-25-007436
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 111 previous paragraphs and 108 current paragraphs.
62 unchanged; 31 reworded; 15 added; 16 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 45 previous and 43 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Other Income (Expenses)
Current report
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.
Current report
Other operating income / expenses
Current report
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.
Current report
Gain on Foreign Currency Translation
Current report
Comparison of the nine months ended September 30, 2025 and 2024
Current report
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.
Current report
Other operating income / expenses
Current report
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.
Current report
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.
Removed paragraphs (16)
Previous report
As of June 30, 2025, we had cash and cash equivalents of €0.3 million, and we anticipate that our current funding arrangements, including the Yorkville Commitment and the Debt Conversion, if we are able to successfully satisfy the conditions precedent thereto, as well as anticipated fund raising efforts in Q3 and Q4 of 2025, if successful, will be sufficient to support our business operations through the second quarter of 2026. However, we will have to either secure a sufficient number of future customer contracts or secure additional financing to execute our long-term growth strategy, and our ability to secure such funding will depend on, among other things, market conditions, operational milestones and investor confidence.
Previous report
On July 6, 2025, the Company and YA II PN, Ltd. (“Yorkville”) entered into a sixth Omnibus Amendment to Transaction Documents, effective as of June 30, 2025 (the “Sixth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and certain convertible debentures previously issued by the Company.
Previous report
Pursuant to the Sixth Omnibus Amendment, the parties agreed to extend the maturity date from July 1, 2025 to August 1, 2025 for the four convertible debentures previously issued by the Company, including the (1) Convertible Debenture issued on December 7, 2022 in the original principal amount of $11.1 million (“Debenture SEV-1”), (2) Convertible Debenture issued on December 8, 2022 in the original principal amount of $10.0 million (“Debenture SEV-2”), (3) Convertible Debenture issued on December 20, 2022 in the original principal amount of $10.0 million (“Debenture SEV-3”), and (4) Convertible Debenture issued on February 5, 2024 in the original principal amount of $4,317,600 (“Debenture SEV-4,” and collectively with Debenture SEV-1, Debenture SEV-2, and Debenture SEV-3, the “Maturing Debentures”).
Previous report
Pursuant to the Sixth Omnibus Amendment, the parties also agreed to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to August 1, 2025.
Previous report
On August 6, 2025, the Company and Yorkville entered into a seventh Omnibus Amendment to Transaction Documents (the “Seventh Omnibus Amendment”) and 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, the Exchange Agreement and certain convertible debentures previously issued by the Company.
Previous report
Pursuant to the Seventh Omnibus Amendment, the parties agreed to extend the maturity date from August 1, 2025 to September 1, 2025 for the four convertible debentures previously issued by the Company, including the (1) Convertible Debenture issued on December 7, 2022 in the original principal amount of $11.1 million (“Debenture SEV-1”), (2) Convertible Debenture issued on December 8, 2022 in the original principal amount of $10.0 million (“Debenture SEV-2”), (3) Convertible Debenture issued on December 20, 2022 in the original principal amount of $10.0 million (“Debenture SEV-3”), and (4) Convertible Debenture issued on February 5, 2024 in the original principal amount of $4,317,600 (“Debenture SEV-4,” and collectively with Debenture SEV-1, Debenture SEV-2, and Debenture SEV-3, the “Maturing Debentures”).
Previous report
Pursuant to the Seventh Omnibus Amendment, the parties also agreed to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to September 1, 2025.
Previous report
Pursuant to the Eighth Omnibus Amendment, 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 a secured convertible debenture in the aggregate principal amount of $190,000 (the “Fifth Debenture”). As previously disclosed, a prior advance of $1,000,000 was funded on February 12, 2025 in connection with the First Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $1,000,000 (the “First Debenture”), a second advance was funded on March 25, 2025 in connection with the Third Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $1,000,000 (the “Second Debenture”), a third advance was funded on April 24, 2025 in connection with the Fourth Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $500,000 (the “Third Debenture”) and a fourth advance was funded on May 26, 2025 in connection with the Fifth Omnibus Amendment in the form of a secured convertible debenture in the aggregate principal amount of $750,000 (the “Fourth Debenture” and together with the First Debenture, the Second Debenture, the Third Debenture and the Fifth Debenture, the “Advance Debentures”). As a result of the issuance of the Advance Debentures, and pursuant to the Eighth Omnibus Amendment, the Debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement, will have an aggregate principal amount of $1,560,000. Under the terms of the EIghth Omnibus Amendment, Debenture 6 (as defined in the Exchange Agreement), will collectively consist of the Debenture and the Advance Debentures for purposes of the transactions contemplated by the Exchange Agreement.
Previous report
The Fifth Debenture will mature on August 6, 2026, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the Fourth 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 Fifth Debenture) for so long as such Event of Default remains uncured. Yorkville will have the right to convert the Fifth 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 Date”); provided that the Variable Conversion Date may not be lower than the Floor Price (as defined in the Fifth Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the Fifth Debenture were $190,000.
Previous report
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, the Exchange Agreement and certain convertible debentures previously issued by the Company.
Previous report
Pursuant to the Ninth Omnibus Amendment, 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 a secured convertible debenture in the aggregate principal amount of $350,540 (the “Sixth Debenture”). As a result of the issuance of the Sixth Debenture and the Advance Debentures, and pursuant to the Ninth Omnibus Amendment, the Debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement, will have an aggregate principal amount of $1,209,460. Under the terms of the Ninth Omnibus Amendment, Debenture 6 (as defined in the Exchange Agreement), will collectively consist of the Debenture, the Sixth Debenture and the Advance Debentures for purposes of the transactions contemplated by the Exchange Agreement.
Previous report
The Sixth Debenture will mature on August 15, 2026, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the Fourth 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 Fifth Debenture) for so long as such Event of Default remains uncured. Yorkville will have the right to convert the Fifth 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 Date”); provided that the Variable Conversion Date may not be lower than the Floor Price (as defined in the Fifth Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the Fifth Debenture were $350,540.
Previous report
Interest and Similar Expenses
Previous report
Comparison of the six months ended June 30, 2025 and 2024
Previous report
For the six months ended June 30, 2025, SG&A expenses totaled approximately €2,755 thousand, compared to €3,117 thousand for the six months ended June 30, 2024. The decrease reflects a reduction in professional fees from €1,743 thousand for the six months ended June 30, 2024 down to €1,030 thousand for the six months ended June 30, 2025.
Previous report
While our current funding structure, which is based on the receipt of the unfunded portion of the Yorkville Commitment and implementation of the Debt Conversion, if we are able to successfully satisfy the conditions precedent thereto, as well as our anticipated fund raising efforts in Q3 and Q4 of 2025, if successful, is expected to provide sufficient capital through the end of the second quarter of 2026, we will have to either secure a sufficient number of future customer contracts or secure additional external financing to support our scaling and commercialization efforts.
Reworded paragraphs (31)
Previous wording
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 six months ended June 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. Securities and Exchange Commission (the“SEC”) on April 17, 2025 (our“2024 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 on2024 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.*
Current wording
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. Securities and Exchange Commission (the“SEC”) on April 17, 2025 (our“2024 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. 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.*
Previous wording
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 first quarter of 2025, we reported net income of €1.5 million, primarily driven by fair value adjustments related to our outstanding convertible debt. Excluding these effects, 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.
Current wording
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.
Previous wording
Given our continued transition to an asset-light business model in 2024, 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.
Current wording
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.
Previous wording
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 2024, research and development expenses declined as we shifted 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.
Current wording
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.
Previous wording
Other operating income primarily includes government grants, reimbursements for personnel expenses and any non-recurring income. Other operating expenses mainly consist of foreign exchange losses from currency conversions and other non-operating costs. These items may vary from period to period depending on external factors such as exchange rate fluctuations and grant allocations.
Current wording
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.
Previous wording
The reconsolidation resulted in a net gain of approximately €62.7 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.
Current wording
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.
Previous wording
Interest expenses primarily consist of costs 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.
Current wording
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.
Previous wording
For the three months ended June 30, 2025, we recorded revenue of €25 thousand, while for the three months ended June 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.
Current wording
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.
Previous wording
For the three months ended June 30, 2025, we recorded cost of sales of €19 thousand. For the three months ended June 30, 2024, we recorded no cost of sales.
Current wording
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.
Previous wording
For the three months ended June 30, 2025, SG&A expenses totaled approximately €1,381 thousand, compared to €1,933 thousand for the three months ended June 30, 2024. The decrease reflects a reduction in professional fees from €876 thousand for the three months ended June 30, 2024 down to €537 thousand for the three months ended June 30, 2025.
Current wording
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.
Previous wording
For the six months ended June 30, 2025, we recognized a gain of approximately €11,144 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. GAAP.
Current wording
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. GAAP.
Previous wording
For the three months ended June 30, 2024, we recorded a gain of approximately €847 thousand from the revaluation of convertible debentures under the same fair value accounting treatment.
Current wording
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.
Previous wording
For the three months ended June 30, 2025, we recorded a foreign currency translation gain of approximately €147 thousand, primarily resulting from exchange rate movements impacting Euro-denominated balances. We recognized a net loss from foreign currency translation of approximately €859 thousand for the three months ended June 30, 2024.
Current wording
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.
Previous wording
For the three months ended June 30, 2025, we reported a net loss of €812 thousand, while for the three months ended June 30, 2024, we reported a net loss of €1,443 thousand. This change was primarily driven by the decrease in general and administrative expenses recorded for the three months ended June 30, 2025, as well as by the €147 gain on foreign currency translation recognized for the three months ended June 30, 2025 compared to €859 thousand loss recorded for the three months ended June 30, 2024.
Current wording
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.
Previous wording
For the six months ended June 30, 2025, we recorded revenue of €51 thousand, while for the six months ended June 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.
Current wording
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.
Previous wording
For the six months ended June 30, 2025, we recorded cost of sales of €39 thousand. For the six months ended June 30, 2024, we recorded no cost of sales.
Current wording
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.
Previous wording
For the three months ended June 30, 2025, cost of development expenses increased to approximately €525 thousand from €336 thousand for the three months ended June 30, 2024. The increase primarily reflects improvements and refinements to our solar technology.
Current wording
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.
Previous wording
The largest components of SG&A expenses in the first half of 2025 were payroll and social contributions, and legal, audit and other advisory services. In comparison, SG&A expenses in the first half of 2024 included expenses related to the restructuring process.
Current wording
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.
Previous wording
For the six months ended June 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.
Current wording
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.
Previous wording
For the six months ended June 30, 2025, we recorded no gain or loss in connection to reconsolidation of the Subsidiary.
Current wording
For the nine months ended September 30, 2025, we recorded no gain or loss in connection to reconsolidation of the Subsidiary.
Previous wording
For the three months ended June 30, 2025, we recognized a gain of approximately €813 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. GAAP.
Current wording
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. GAAP.
Previous wording
For the six months ended June 30, 2024, we recorded a gain of approximately €21,909 thousand from the revaluation of convertible debentures under the same fair value accounting treatment.
Current wording
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.
Previous wording
For the six months ended June 30, 2025, we recorded a foreign currency translation gain of approximately €460 thousand, primarily resulting from exchange rate movements impacting Euro-denominated balances. We recognized a net loss from foreign currency translation of approximately €2,357 thousand for the six months ended June 30, 2024.
Current wording
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.
Previous wording
For the six months ended June 30, 2025, we reported net income of €8,025 thousand, while for the six months ended June 30, 2024, we reported a net income of €79,439 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.
Current wording
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.
Previous wording
As of June 30, 2025, our cash was €339 thousand, compared to €1,354 thousand as of December 31, 2024. Cash consists of cash in bank accounts.
Current wording
As of September 30, 2025, our cash was €2,250 thousand, compared to €1,354 thousand as of December 31, 2024. Cash consists of cash in bank accounts.
Previous wording
We have historically relied on external financing to fund our operations, and as of June 30, 2025, we had cash of €0.3 million. Based on our current operating plan and if we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion as well as successfully complete the planned fund raising activities, we anticipate that our existing cash resources, together with the remaining unfunded portion of the Yorkville Commitment and proceeds from the planned fund raising activities, will be sufficient to fund our business operations through the end of the second quarter of 2026.
Current wording
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.
Previous wording
However, our ability to continue as a going concern is dependent on the uplisting of our Ordinary Shares to the Nasdaq Capital Market, which we cannot guarantee will occur, and 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 if we are able to satisfy the initial listing requirements of the Nasdaq Capital Market or another national securities exchange. Based upon this uncertainty, our management has concluded that there is substantial doubt that the company will continue as a going concern.
Current wording
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.
Previous wording
The table below summarizes our cash flows (used in) from operating, investing and financing activities for the six months ended June 30, 2025 and 2024.
Current wording
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.
Previous wording
Net cash used in operating activities decreased from €15,885 thousand in the six months ended June 30, 2024 to €3,451 thousand for the six months ended June 30, 2025. The decrease was primarily driven by higher cash outflows for the six months ended June 30, 2024 related to the restructuring process.
Current wording
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.
Previous wording
We used €8 thousand in investing activities in the six months ended June 30, 2025, with the entire amount related to equipment acquisition. Net cash provided by investing activities in the six months ended June 30, 2024 was €1,307 thousand with the entire amount related to reconsolidation of the Subsidiary cash balance.
Current wording
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.
Previous wording
Net cash provided by financing activities was €2,904 thousand in the six months ended June 30, 2025, resulting from proceeds received in connection with the issuance of convertible notes. For the six months ended June 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.
Current wording
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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
For the six months ended June 30, 2025, cost of development expenses increased to approximately €968 thousand from €557 thousand for the six months ended June 30, 2024. The increase primarily reflects improvements and refinements to our solar technology.
Previous report — wording carried elsewhere
Gain (Loss) on Foreign Currency Translation