SCHMID Group N.V 6-K, filed Jan 21, 2026

SCHMID Group N.V. (SHMD)

6-K 2026-01-21 For: 2026-01-21

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Added on April 11, 2026

About this 6-K

SCHMID Group N.V filed this 6-K on January 21, 2026.

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Exhibit Number
10.1	Investment Agreement dated January 18, 2026 (including exhibits and schedules thereto)
99.1	Press release dated January 21, 2026

Dated: January 21, 2026	SCHMID Group N.V.

	By:	/s/ Arthur Schuetz
	Name:	Arthur Schuetz
	Title:	Chief Financial Officer

ARTICLE 1
Definitions

Section 1.01. Definitions	1
Section 1.02. General Interpretive Principles	7

ARTICLE 2
Sale and Purchase of the Notes

Section 2.01. Sale and Purchase of the Notes	7
Section 2.02. The Closing	8
Section 2.03. Termination	10

ARTICLE 3
Representations and Warranties

Section 3.01. Representations and Warranties of the Company and the Guarantors	10
Section 3.02. Representations and Warranties of Each Purchaser	19

ARTICLE 4
Additional Agreements

Section 4.01. Taking of Necessary Action	22
Section 4.02. Securities Laws	22
Section 4.03. Lost, Stolen, Destroyed or Mutilated Securities	22
Section 4.04. Antitrust Approval	22
Section 4.05. Conversion Price Matters	22
Section 4.06. Nasdaq Approval	23
Section 4.07. DTC Eligibility	23
Section 4.08. Authorized and Reserved Company Common Stock	23
Section 4.09. [Reserved]	23
Section 4.10. Indemnification	23
Section 4.11. Certain Tax Matters	24
Section 4.12. Facilitation of Sales	24

ARTICLE 5
Miscellaneous

Section 5.01. Survival of Representations and Warranties	25
Section 5.02. Notices	25
Section 5.03. Entire Agreement; Third Party Beneficiaries; Amendment	26
Section 5.04. Exculpation of the Placement Agent	26
Section 5.05. Counterparts	27
Section 5.06. Public Announcements	27
Section 5.07. Expenses	27
Section 5.08. Successors and Assigns	27
Section 5.09. Governing Law; Jurisdiction; Waiver of Jury Trial	28
Section 5.10. Severability	28
Section 5.11. Specific Performance	28
Section 5.12. Headings	28
Section 5.13. Non-Recourse	28
Section 5.14. Trustee Fees	29

	LINDEN ADVISORS LP, on behalf of certain advised or managed funds and accounts

	By:	/s/ Saul Ahn
		Name: Saul Ahn
		Title: General Counsel

	Notice Information:

	Address:

		590 Madison Avenue, 15th Floor
		New York, NY 10022

	Email: amcgrath@lindenlp.com; rlennon@lindenlp.com

	SCHMID GROUP, N.V.

	By:	/s/ Arthur Schuetz
		Name: Arthur Schuetz
		Title: Chief Financial Officer

	GEBR. SCHMID GMBH, AS GUARANTOR

	By:	/s/ Christian Schmid
		Name: Christian Schmid
		Title: Chief Executive Officer

	Principal Amount
	of Notes to be
Purchaser	Purchased
Linden Advisors LP, on behalf of certain advised or managed funds and accounts	$	28,766,000
Crown Managed Accounts SPC, acting for and on behalf of Crown/Linden Segregated Portfolio	$	544,000
PCH Manager Fund, SPC, on behalf of and for the account of Segregated Portfolio 214	$	690,000
Total	$	30,000,000

Issuer:	SCHMID Group N.V.
Guarantee:	Guarantee from the Issuer’s German operating subsidiary Gebr. Schmid GmbH, subject to mandatory German law upstream guarantee limitations
Investor:	Linden Capital LP, which must be an “accredited investor” for securities laws compliance purposes
Security:	Senior Convertible Note (the “Note”) and Warrants
Warrants:	A number of warrants equal to the notional of Notes issued divided by the Warrant Exercise Price Warrant Exercise Price is lower of i) the Initial Fixed Premium Conversion Price and ii) the Fixed Premium Conversion Price (each as defined in the Conversion Price of the Notes), subject to a minimum Warrant Exercise Price of $6.00 per share Warrants are exercisable until 12/15/2028; warrants are settled through the payment of cash for the exercise price (physical settlement), or cashless exercise, at the Issuer’s election
Use of Proceeds:	Net proceeds would be used for general corporate purposes, which may include working capital, capital expenditures and potential acquisitions or investments
Distribution:	4(a)(2) private placement

Underlying Shares:	A number of common shares (Nasdaq ticker symbol SHMD) of the Issuer as calculated based on the relevant Conversion Price
Currency:	USD
Notional:	30,000,000
Funding Schedule:	Two tranches as follows: 15,000,000 upon the issue date of the Note (T+2 from the signing date of definitive agreements (the “Pricing Date”) 15,000,000 upon the occurrence of the Registration Statement Effective Date (T+2)
Maturity:	2.0 Years from the Pricing Date
Issue Price:	98%
Coupon:	7%, compounded quarterly and paid-in-kind (PIK). The Issuer shall have the right to elect cash pay in lieu of PIK in respect of each quarterly payment by giving not less than 10 business days’ notice to the Investor
Registration Rights	The Note will have the benefit of a customary Registration Rights Agreement (the “RRA”) pursuant to which the holder will receive customary registration rights with respect to the Underlying Shares. The RRA will require, among other things, that the Issuer shall use commercially reasonable efforts to file with Securities and Exchange Commission (the “SEC”) a registration statement on Form F-1 covering the Underlying Shares (the “F-1 Registration Statement”) and have it declared effective by the SEC no later than March 31, 2026 (the “Registration Statement Effective Date Target Date”).
Registration Statement Effective Date:	The date on which the F-1 Registration Statement filed by the Issuer with the SEC shall become effective
Coupon Step-Up:	1.00% initial coupon step-up should the F-1 Registration Statement not be effective and usable by the Registration Statement Effective Date Target Date 0.50%, or fraction thereof, additional step-up for each month after the Registration Statement Effective Date Target Date for which the Shelf Registration Statement has not been declared effective by the SEC. Other customary coupon step-ups for customary RRA Registration Defaults (as will be defined customarily in the RRA)

Transaction Costs	Each party hereto shall be responsible for payment of each of its own transaction costs, including any legal fees associated with the negotiation, review and execution of this Term Sheet, the associated transaction documents, and/or any due diligence required in connection therewith.
Confidentiality	This Term Sheet is confidential to Company and Investor and is for the use of each party and such party's advisors. Accordingly, the information contained in this document may not be disclosed by Company or Investor to any third party; provided, however, that Company may disclose the existence and terms of this Term Sheet in connection with its ongoing discussions with potential investors.
Conditions to Closing	Standard conditions to Closing, which shall include, among other conditions: (a) Investor’s completion, to its satisfaction, of material business, financial and legal due diligence of Company; (b) Investor’s review and approval of all terms of this transaction and material documents necessary and appropriate to effectuate transaction; (c) receipt of all necessary comments and approvals.
Counterparts	This Term Sheet may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Term Sheet by signing any such counterpart. Counterparts may be delivered electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

By:	/s/ Christian Schmid	By:

Name:	Christian Schmid	Name:

Title:	CEO	Title:

Date:	10.1.2026	Date:

		Page

ARTICLE 1 DEFINITIONS		1

Section 1.01	Definitions	1
Section 1.02	References to Interest	17

ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES		17

Section 2.01	Designation and Amount	17
Section 2.02	Form of Notes	18
Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	19
Section 2.04	Execution, Authentication and Delivery of Notes	23
Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	23
Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	31
Section 2.07	Temporary Notes	32
Section 2.08	Cancellation of Notes Paid, Converted, Etc.	32
Section 2.09	CUSIP Numbers	32
Section 2.10	Additional Notes; Repurchases	32

ARTICLE 3 SATISFACTION AND DISCHARGE		33

Section 3.01	Satisfaction and Discharge	33

ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY		33

Section 4.01	Payment of Principal and Interest	33
Section 4.02	Maintenance of Office or Agency	34
Section 4.03	Appointments to Fill Vacancies in Trustee’s Office	34
Section 4.04	Provisions as to Paying Agent	34
Section 4.05	Existence	36
Section 4.06	Rule 144A Information Requirement and Annual Reports; Financial Statements	36
Section 4.07	Investment Company Act	37
Section 4.08	Stay, Extension and Usury Laws	37
Section 4.09	Compliance Certificate; Statements as to Defaults	37
Section 4.10	Further Instruments and Acts	37
Section 4.11	Books and Records; Inspection	37
Section 4.12	Payment of Taxes	38
Section 4.13	Conduct of Business; Permits and Licenses	38
Section 4.14	Compliance with Laws and Material Agreements	38
Section 4.15	Use of Proceeds	38
Section 4.16	Limitation on Indebtedness and Liens; Restricted Transactions	38
Section 4.17	Mandatory Redemption	39

ARTICLE 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE		40

Section 5.01	Lists of Holders	40
Section 5.02	Preservation and Disclosure of Lists	40

ARTICLE 6 DEFAULTS AND REMEDIES		40

Section 6.01	Events of Default	40
Section 6.02	Acceleration; Rescission and Annulment	42
Section 6.03	[Reserved.]	43
Section 6.04	Payments of Notes on Default; Suit Therefor	43
Section 6.05	Application of Monies or Property Collected by Trustee	45
Section 6.06	Proceedings by Holders	46
Section 6.07	Proceedings by Trustee	47
Section 6.08	Remedies Cumulative and Continuing	47
Section 6.09	Direction of Proceedings and Waiver of Defaults by Majority of Holders	47
Section 6.10	Notice of Defaults	48
Section 6.11	Undertaking to Pay Costs	48

ARTICLE 7 CONCERNING THE TRUSTEE		49

Section 7.01	Duties and Responsibilities of Trustee	49
Section 7.02	Rights of the Trustee	50
Section 7.03	No Responsibility for Recitals, Etc.	52
Section 7.04	Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes	52
Section 7.05	Monies and Shares of Common Stock to Be Held in Trust	52
Section 7.06	Compensation and Expenses of Trustee	53
Section 7.07	Officer’s Certificate as Evidence	53
Section 7.08	Eligibility of Trustee	54
Section 7.09	Resignation or Removal of Trustee	54
Section 7.10	Acceptance by Successor Trustee	55
Section 7.11	Succession by Merger, Etc.	56
Section 7.12	Trustee’s Application for Instructions from the Company	56

ARTICLE 8 CONCERNING THE HOLDERS		56

Section 8.01	Action by Holders	56
Section 8.02	Proof of Execution by Holders	57
Section 8.03	Who Are Deemed Absolute Owners	57
Section 8.04	Company-Owned Notes Disregarded	57
Section 8.05	Revocation of Consents; Future Holders Bound	58

ARTICLE 9 HOLDERS’ MEETINGS		58

Section 9.01	Purpose of Meetings	58
Section 9.02	Call of Meetings by Trustee	58
Section 9.03	Call of Meetings by Company or Holders	59
Section 9.04	Qualifications for Voting	59
Section 9.05	Regulations	59
Section 9.06	Voting	60
Section 9.07	No Delay of Rights by Meeting	60

ARTICLE 10 SUPPLEMENTAL INDENTURES		60

Section 10.01	Supplemental Indentures Without Consent of Holders	60
Section 10.02	Supplemental Indentures with Consent of Holders	61
Section 10.03	Effect of Supplemental Indentures	63
Section 10.04	Notation on Notes	63
Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	63

ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE		63

Section 11.01	Company May Consolidate, Etc. on Certain Terms	63
Section 11.02	Successor Corporation to Be Substituted	64

ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		65

Section 12.01	Indenture, Notes and Note Guarantees Solely Corporate Obligations	65

ARTICLE 13 GUARANTEES		65

Section 13.01	Guarantees	65
Section 13.02	No Subrogation	67
Section 13.03	Consideration	67
Section 13.04	Limitation on Guarantor Liability	67
Section 13.05	Execution and Delivery	68
Section 13.06	Release of Guarantors	68
Section 13.07	Future Guarantors	68

ARTICLE 14 CONVERSION OF NOTES		69

Section 14.01	Conversion Privilege and Price	69
Section 14.02	Conversion Procedure; Physical Settlement Upon Conversion	71
Section 14.03	[Reserved]	74
Section 14.04	Adjustment of Conversion Rate	74
Section 14.05	Adjustments of Prices	83
Section 14.06	Shares to Be Fully Paid	84

Section 14.07	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	84
Section 14.08	Certain Covenants	86
Section 14.09	Responsibility of Trustee	86
Section 14.10	Notice to Holders Prior to Certain Actions	87
Section 14.11	Stockholder Rights Plans	87
Section 14.12	Exchange in Lieu of Conversion	88

ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS		88

Section 15.01	[Reserved.]	88
Section 15.02	Repurchase at Option of Holders Upon a Fundamental Change	88
Section 15.03	Withdrawal of Fundamental Change Repurchase Notice	91
Section 15.04	Deposit of Fundamental Change Repurchase Price	92
Section 15.05	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	92

ARTICLE 16 OPTIONAL REDEMPTION		93

Section 16.01	Optional Redemption	93
Section 16.02	Notice of Optional Redemption; Selection of Notes	93
Section 16.03	Payment of Notes Called for Redemption	94
Section 16.04	Restrictions on Redemption	95

ARTICLE 17 MISCELLANEOUS PROVISIONS		95

Section 17.01	Provisions Binding on Company’s and Guarantors’ Successors	95
Section 17.02	Official Acts by Successor Corporation	95
Section 17.03	Addresses for Notices, Etc.	95
Section 17.04	Governing Law; Jurisdiction	96
Section 17.05	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	97
Section 17.06	Legal Holidays	98
Section 17.07	No Security Interest Created	98
Section 17.08	Benefits of Indenture	98
Section 17.09	Table of Contents, Headings, Etc.	98
Section 17.10	Authenticating Agent	98
Section 17.11	Execution in Counterparts	99
Section 17.12	Severability	99
Section 17.13	Waiver of Jury Trial	100
Section 17.14	Force Majeure	100
Section 17.15	Calculations	100
Section 17.16	USA PATRIOT Act	100
Section 17.17	FATCA	101

where,

CR₀	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;

CR₁	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date, as applicable;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable (before giving effect to any such dividend, distribution, split or combination); and

OS₁	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

AC	=	the aggregate value of all cash and any other consideration (as determined by the Company in good faith and in a commercially reasonable manner) paid or payable for shares of Common Stock purchased in such tender or exchange offer;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS₁	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP₁	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

	WILMINGTON SAVINGS FUND SOCIETY, FSB
	as Trustee

	By:
		Name:
		Title:

			Principal
	Amount of	Amount of	amount of this	Signature of
	decrease in	increase in	Global Note	authorized
	principal	principal	following such	signatory of
Date of	amount of this	amount of this	decrease or	Trustee or
exchange	Global Note	Global Note	increase	Custodian

Dated:	Signature(s)

	Social Security or Other Taxpayer Identification Number

	Principal amount to be repaid (if less than all): $,000

	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Name:
	(Please Print)

Address:
	(Please Print)

Phone Number:

Email Address:

	Very truly yours,

	[ISSUER’S COUNSEL]

	By:

CC: [INVESTOR ENTITY]