Sono Group N.V.
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
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FY2025 · Filed Apr 1, 2026
SSM$0.96+3.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report
(a)(1) Financial Statements
The Financial Statements required to be filed by Item 8 of this Annual Report, and filed in this Item 15, are as follows:
| Audited financial statements | Page |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 606) | F-1 |
| Consolidated Balance Sheets | F-2 |
| Consolidated Statements of Operations | F-3 |
| Consolidated Statements of Changes in Shareholders' Equity | F-4 |
| Consolidated Statements of Cash Flows | F-5 |
| Notes to Consolidated Financial Statements | F-6 |
(a)(2) Financial Statement Schedules
Schedules are omitted because they are not applicable, or are not required, or because the information is included in the financial statements and notes thereto.
(a)(3) Exhibits
The following is a list of exhibits filed or furnished, as the case may be, as part of this Annual Report.
| Exhibit No. | Description of Document |
| 3.1 | Articles of Association of Sono Group N.V., as amended effective September 9, 2025 (Dutch and English translations) (incorporated herein by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10‑K filed with the SEC on April 17, 2025) |
| 3.2 | Form of internal rules of the management board of Sono Group N.V. (incorporated herein by reference to Exhibit 3.2 of Sono Group N.V.’s Registration Statement of Foreign Private Issuer on Form F-1 filed with the SEC on November 8, 2021) |
| 3.3 | Form of internal rules of the supervisory board of Sono Group N.V. (incorporated herein by reference to Exhibit 3.3 of Sono Group N.V.’s Registration Statement of Foreign Private Issuer on Form F-1 filed with the SEC on November 8, 2021) |
| 4.1 | Description of the rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Annual Report on Form 10-K filed with the SEC on April 17, 2025) |
| 4.2 | Pre-Funded Warrant, dated March 10, 2026, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026) |
| 10.1 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on November 8, 2021) |
| 10.2# | Form of Long-Term Incentive Plan of Sono Group N.V. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC October 22, 2021) |
| 10.3# | Conversion Stock Option Program 2020 (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on October 22, 2021) |
| 10.4# | Form of Indemnification Agreement between Sono Group N.V. and members of the management board (incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on October 22, 2021) |
| 10.5# | Form of Indemnification Agreement between Sono Group N.V. and members of the supervisory board (incorporated herein by reference to Exhibit 10.4 of Sono Group N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on October 22, 2021) |
| 10.6 | Registration Rights Agreement by and between Sono Group N.V. and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Registration Statement on Form F-3 (File No. 333-268709 filed with the SEC on December 8, 2022) |
| 10.7 | Securities Purchase Agreement by and between Sono Group N.V. and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Registration Statement on Form F-3 (File No. 333-268709) filed with the SEC on December 8, 2022) |
| 10.8 | Form of Convertible Debenture issued to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Registration Statement on Form F-3 (File No. 333-268709) filed with the SEC on December 8, 2022) |
| 10.9† | Restructuring Agreement between Sono Group N.V. and YA II PN, Ltd, dated 17 November 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.8 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022) |
| 10.10 | Amendment No. 1, dated February 2, 2024, to the Restructuring Agreement by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.9 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) |
| 10.11 | Amendment No. 2, dated February 5, 2024, to the Restructuring Agreement by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.10 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) |
| 10.12† | Continuation Agreement between Sono Group N.V. and Sono Motors GmbH, dated November 20, 2023 (incorporated herein by reference to Exhibit 4.9 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) |
| 10.13† | Funding Commitment Letter issued by YA II PN, Ltd. and agreed to and acknowledged by Sono Group N.V., dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.10 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022) |
| 10.14 | Amendment No. 1, dated February 2, 2024, to the Funding Commitment Letter dated November 17, 2023 issued by YA II PN, Ltd. to Sono Group N.V. (incorporated herein by reference to Exhibit 4.13 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) |
| 10.15† | Amendment No. 2, dated April 30, 2024, to the Funding Commitment Letter dated November 17, 2023 issued by YA II PN, Ltd. to Sono Group N.V. (incorporated herein by reference to Exhibit 4.14 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) |
| 10.16 | Shareholders Commitment Letter issued by Laurin Hahn and Jona Christians and agreed to and acknowledged by Sono Group N.V. and Sono Motors GmbH, dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.11 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) |
| 10.17 | Settlement Agreement between Sono Group N.V. and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.12 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) |
| 10.18 | Back-to-Back Letter of Comfort between Sono Group N.V. and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.13 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) |
| 10.19† | Amendment No. 1, dated May 8, 2024, to the Back-to-Back Letter of Comfort between Sono Group N.V. and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.18 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) |
| 10.20 | Prolongation Agreement between YA II PN, Ltd. and Sono Group N.V., dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.14 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) |
| 10.21 | Form of Convertible Debenture issued to YA II PN, Ltd.(incorporated herein by reference to Schedule 3 to Exhibit 4.10 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022) |
| 10.22 | Sale and Transfer Agreement, dated February 1, 2024, by and among Laurin Hahn, Bambino 255. V V UG, SVSE LLC and Sono Group N.V.(1) (incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed by Laurin Hahn with the SEC on March 25, 2024) |
| 10.23 | Sale and Transfer Agreement, dated February 1, 2024, by and among Jona Christians, Bambino 255. V V UG, SVSE LLC and Sono Group N.V.(1) (incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed by Jona Christians with the SEC on March 25, 2024) |
| 10.24 | Guaranty Agreement, dated June 20, 2024, between SVSE LLC and Sono Motors GmbH, with and for the benefit of YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.23 of Sono Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023) |
| 10.25 | Securities Purchase Agreement, dated December 30, 2024, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024) |
| 10.26 | Form of Secured Convertible Debenture (incorporated herein by reference to Exhibit 4.1 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024) |
| 10.27 | Exchange Agreement, dated December 30, 2024, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024) |
| 10.28 | Form of Call Option Agreement, by and between SVSE LLC and YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.2 of Sono Group N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024) |
| 10.29 | Secured Convertible Debenture, dated February 12, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 13, 2025) |
| 10.30 | First Omnibus Amendment to Transaction Documents, dated February 12, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 13, 2025) |
| 10.31 | Second Omnibus Amendment to Transaction Documents, dated March 7, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 7, 2025) |
| 10.32 | Secured Convertible Debenture, dated March 25, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 26, 2025) |
| 10.33 | Third Omnibus Amendment to Transaction Documents, dated March 25, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 26, 2025) |
| 10.34 | Secured Convertible Debenture, dated April 24, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on April 25, 2025) |
| 10.35 | Fourth Omnibus Amendment to Transaction Documents, dated April 24, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on April 25, 2025) |
| 10.36 | Fifth Omnibus Amendment to Transaction Documents, dated May 26, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on May 27, 2025) |
| 10.37 | Secured Convertible Debenture, dated May 27, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on May 27, 2025) |
| 10.38 | Sixth Omnibus Amendment to Transaction Documents, dated July 6, 2025 and effective as of June 30, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on July 8, 2025) |
| 10.39 | Seventh Omnibus Amendment to Transaction Documents, dated August 6, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025) |
| 10.40 | Eighth Omnibus Amendment to Transaction Documents, dated August 6, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025) |
| 10.41 | Secured Convertible Debenture, dated August 6, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025) |
| 10.42 | Secured Convertible Debenture, dated August 15, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.6 of Sono Group N.V.’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2025) |
| 10.43 | Ninth Omnibus Amendment to Transaction Documents, dated August 15, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.9 of Sono Group N.V.’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2025) |
| 10.44 | Tenth Omnibus Amendment to Transaction Documents, dated September 5, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 5, 2025) |
| 10.45 | Secured Convertible Debenture, dated September 5, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 5, 2025) |
| 10.46 | Convertible Debenture, dated January 26, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on January 29, 2026) |
| 10.47 | Convertible Debenture, dated February 19, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 24, 2026) |
| 10.48 | Pre-Funded Warrant Securities Purchase Agreement, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026) |
| 10.49 | Registration Rights Agreement, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026) |
| 10.50 | Convertible Debenture, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026) |
| 10.51 | International Swaps and Derivatives Association, Inc. 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. (incorporated by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026) |
| 10.52 | International Swaps and Derivatives Association, Inc. Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. (incorporated by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026) |
| 10.53 | International Swaps and Derivatives Association, Inc. Credit Support Annex to the Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. (incorporated by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026) |
| 10.54# | Consulting Agreement, dated September 9, 2025, by and between Sono Group N.V., McGurn Advisors LLC and Kevin McGurn (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 9, 2025) |
| 19.1 | Insider Trading Policy of Sono Group N.V. (incorporated herein by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10 K filed with the SEC on April 17, 2025) |
| 21.1* | List of Significant Subsidiaries |
| 23.1* | Consent of Grassi & Co., CPAs, P.C. |
| 24.1* | Powers of Attorney (included on the signature page hereto) |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Clawback Policy (incorporated herein by reference to Exhibit 97 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022) |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Schema Document |
| 101.CAL* | Inline XBRL Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Definition Linkbase Document |
| 101.LAB* | Inline XBRL Label Linkbase Document |
| 101.PRE* | Inline XBRL Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished herewith. |
| † | Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of the omitted exhibits and schedules to the SEC on a supplemental basis upon its request. |
| # | Indicates management contract or compensatory plan or arrangement. |
**Item 16. Form 10-K Summary.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.