Sono Group N.V. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2026, Sono Group N.V. (the “Company”) issued a convertible debenture (the “Debenture”) to YA II PN, Ltd. (“Yorkville”) in the aggregate principal amount of $600,000.
The Debenture matures on January 26, 2027, which maturity date may be extended at the option of Yorkville. Further, interest accrues on the outstanding principal balance of the Debenture at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the Debenture). for so long as such Event of Default remains uncured. Yorkville will have the right to convert the Debenture into Ordinary Shares of the Company at the lower of (i) a price per Ordinary Share equal to $18.75 or (ii) 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Conversion Price”); provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the Debenture) then in effect or the nominal value of one Ordinary Share. Net proceeds to the Company from the Debenture were $600,000.
The foregoing description of the Debenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Debenture, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information under Item 1.01 above is incorporated by reference into this Item 3.02.
The Debenture was issued in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. Any Ordinary Shares issuable upon conversion of the Debenture will be issued without registration under the Securities Act in reliance on applicable exemptions therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit | Description of Exhibit |
| 10.1 | Convertible Debenture dated January 26, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sono Group N.V. | ||
| By /s/ Kevin McGurn | ||
| Name: | Kevin McGurn | |
| Title: | CEO and Managing Director | |
Date: January 29, 2026