Sono Group N.V.
For the period ended Mar 31, 2026. Filed May 19, 2026.
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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.
Mar 31, 2026 · Filed May 19, 2026
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 2025-09-30; filed 2025-11-20.
0001171843-25-007436
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-19.
0001171843-26-003535
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 108 previous paragraphs and 85 current paragraphs.
15 unchanged; 12 reworded; 57 added; 81 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 43 previous and 32 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 (57)
Current report
During the period from January 1, 2026 through March 14, 2026, our business consisted of the legacy solar operations conducted through the Subsidiary.
Current report
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. 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.
Current report
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.
Current report
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.
Current report
Disposition of Sono Motors GmbH.
Current report
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. Mr. 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. 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.
Current report
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.
Current report
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.
Current report
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. 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. 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.
Current report
Change in Reporting Currency.
Current report
Effective January 1, 2026, we changed our reporting currency from the euro to the U.S. dollar. 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.
Current report
Additional Financing.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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. 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.
Current report
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.
Current report
Digital Asset Treasury Loss, Net
Current report
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.
Current report
General and Administrative Expenses
Current report
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.
Current report
Gain on Change in Fair Value of Convertible Notes Payable Carried at Fair Value
Current report
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.
Current report
Gain on Change in Fair Value of Embedded Derivative Liabilities
Current report
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.
Current report
Interest Expense, Including Amortization of Debt Discount
Current report
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.
Current report
Foreign Currency Loss, Net
Current report
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.
Current report
Loss From Discontinued Operations, Net of Tax
Current report
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.
Current report
Digital Asset Treasury Loss, Net
Current report
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.
Current report
General and Administrative Expenses
Current report
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.
Current report
Gain on Change in Fair Value of Convertible Notes Payable Carried at Fair Value
Current report
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.
Current report
Gain on Change in Fair Value of Embedded Derivative Liabilities
Current report
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.
Showing the first 40 of 57 passages. Open the source sections for the rest.
Removed paragraphs (81)
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
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.
Previous report
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 report
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.
Previous report
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.
Previous report
Cost of Sales
Previous report
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.
Previous report
Research and Development Expenses
Previous report
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 report
Selling, General and Administrative Expenses
Previous report
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.
Previous report
Other Operating Income/Expenses
Previous report
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 report
Gain from Reconsolidation of Subsidiary
Previous report
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.
Previous report
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 report
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.
Previous report
Other Income (Expenses)
Previous report
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 report
Comparison of the three months ended September 30, 2025 and 2024
Previous report
Revenue
Previous report
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 report
Cost of Sales
Previous report
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 report
Research and Development Expenses
Previous 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.
Previous report
Selling, General, and Administrative Expenses (SG&A)
Previous report
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 report
Other operating income / expenses
Previous 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.
Previous report
Income/(expense) from changes in fair value of convertible notes payable carried at fair value
Previous report
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.
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Reworded paragraphs (12)
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 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.*
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 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 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.*
Previous wording
We conduct our business through our subsidiary Sono Motors GmbH, a German limited liability company (Gesellschaft mit beschränkter 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.*
Current wording
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 beschränkter 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.*
Previous wording
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). These forward-looking statements include all matters that are not historical facts and are statements regarding our intentions, beliefs, or current expectations. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and could cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:
Current wording
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. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and could cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:
Previous wording
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”). These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, many of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. 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.
Current wording
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. In addition, these forward-looking statements reflect our current views with respect to future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. 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 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.
Previous wording
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. Information contained on our website is not part of this Quarterly Report.
Current wording
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.
Previous wording
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.
Current wording
We operate as a single business segment.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous wording
Net cash used in operating activities
Current wording
Net cash provided by / (used in) operating activities
Previous 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.
Current wording
Net cash used in investing activities
Previous 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.
Current wording
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.
Previous wording
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.
Current wording
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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net cash provided by financing activities