SSM 10-Q
Sono Group N.V. (SSM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM
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(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
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(Exact name of registrant as specified in its charter)
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The |
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(I.R.S. Employer |
Sono Group N.V.
’ Lakes,
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +
Waldmeisterstraße 93, 80935
Munich, Germany
(Former name, former address and former fiscal year, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
As of May 15, 2026, there were
Sono Group N.V.
FORM 10-Q
Table of Contents
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
(unaudited)
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March 31, 2026 |
December 31, 2025 |
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KUSD |
KUSD |
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ASSETS |
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Current Assets |
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Cash |
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Digital assets / Bitcoin treasury |
– | |||||||
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Prepaid taxes and VAT receivables |
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Prepaid expenses and other current assets |
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Assets of discontinued operations classified as held for sale, including right-of-use assets |
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Total Assets |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current Liabilities |
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Accounts payable and accrued expenses |
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Accrued interest payable |
– | |||||||
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Convertible notes payable, net of discount |
– | |||||||
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Derivative liabilities — embedded conversion features |
– | |||||||
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Derivative liabilities — written covered Bitcoin call options |
– | |||||||
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Liabilities of discontinued operations classified as held for sale, including lease liabilities |
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Total Liabilities |
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Commitments and Contingencies (see Note 14) |
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| Shareholders’ Equity | ||||||||
| Preferred Shares, par value € |
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| Ordinary Shares, par value € |
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| High Voting Shares, par value € |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
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Accumulated other comprehensive income (loss) |
( |
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Total Shareholders’ Equity |
( |
) | ( |
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Total Liabilities and Shareholders’ Equity |
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See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(unaudited)
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For the three months ended March 31, |
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2026 |
2025 |
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KUSD |
KUSD |
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Continuing operations |
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Revenue |
– | – | ||||||
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Digital asset treasury loss, net |
( |
) | – | |||||
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General and administrative expenses |
( |
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Loss from continuing operations |
( |
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Other Income (Expenses) |
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Gain on change in fair value of convertible notes payable carried at fair value |
– | |||||||
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Gain on change in fair value of embedded derivative liabilities |
– | |||||||
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Interest expense, including amortization of debt discount |
( |
) | – | |||||
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Foreign currency loss, net |
– | ( |
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Total other income, net |
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Income (loss) from continuing operations before income taxes |
( |
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Income tax expense |
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Income (loss) from continuing operations |
( |
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Loss from discontinued operations, net of tax |
( |
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Net income / (loss) |
( |
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Net income per share to common shareholders - basic: |
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Continuing operations |
$ | ( |
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Discontinued operations |
$ | ( |
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Net (loss)/income per share - basic |
$ | ( |
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Net income per share to common shareholders - diluted: |
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Continuing operations |
$ | ( |
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Discontinued operations |
$ | ( |
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Net (loss)/income per share - diluted |
$ | ( |
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Weighted average number of Ordinary shares outstanding: |
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Basic |
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Diluted |
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See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands, except share and per share amounts)
(unaudited)
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For the three months ended March 31, |
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2026 |
2025 |
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KUSD |
KUSD |
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Net income (loss) |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment |
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Total other comprehensive income (loss) |
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Comprehensive income (loss) |
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts in thousands, except share amounts)
(unaudited)
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Ordinary Shares Outstanding |
Ordinary Shares |
High |
High |
Preferred Shares Outstanding |
Preferred Shares |
Additional Paid in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income / (Loss) |
Total Shareholder’s Equity (Deficit) |
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(#) |
KUSD |
(#) |
KUSD |
(#) |
KUSD |
KUSD |
KUSD |
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KUSD | |||||||||||||||||||||||||||||
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Balance at December 31, 2024 |
– | – | ( |
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Issuance of Ordinary Shares in connection with December 2024 reverse share split |
– | – | – | – | – | – | ||||||||||||||||||||||||||||||||
| Net income | – | – | – | – | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) / translation adjustment | ||||||||||||||||||||||||||||||||||||||
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Balance at March 31, 2025 |
– | – | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
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Ordinary Shares Outstanding |
Ordinary Shares |
High |
High |
Preferred Shares Outstanding |
Preferred Shares |
Additional Paid in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income / (Loss) |
Total Shareholder’s Equity (Deficit) |
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(#) |
KUSD |
(#) |
KUSD |
(#) |
KUSD |
KUSD |
KUSD |
KUSD |
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Balance at December 31, 2025 |
( |
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Issuance of pre-funded warrants / allocated APIC |
– | – | – | – | – | |||||||||||||||||||||||||||||||||
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Net income (loss) |
– | – | – | – | ( |
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Other comprehensive income (loss) / translation adjustment |
– | – | – | – | – | |||||||||||||||||||||||||||||||||
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Balance at March 31, 2026 |
( |
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See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)
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For the three months ended March 31, 2026 |
For the three months ended March 31, 2025 |
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Cash flows from operating activities |
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Net income (loss) |
( |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Change in fair value of digital assets |
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Net written covered-call derivative income/loss |
( |
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Gain on change in fair value of embedded conversion derivative liabilities |
( |
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| Loss on classification as held for sale / impairment of discontinued operation | ||||||||
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Gain on change in fair value of convertible notes payable carried at fair value |
( |
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| Interest expense, including amortization of debt discount | ||||||||
| Debt discount amortization noncash component | ||||||||
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Foreign currency and other noncash items |
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Changes in operating assets and liabilities: |
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Prepaid expenses and other current assets |
( |
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Prepaid taxes and VAT receivables |
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Accounts payable and accrued liabilities |
( |
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Other operating assets and liabilities, including discontinued operations |
( |
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Total changes in operating assets and liabilities |
( |
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Net cash used in operating activities |
( |
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Cash flows from investing activities |
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Purchase of digital assets / Bitcoin treasury |
( |
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Property and equipment / other investing activity of discontinued operations |
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Net cash used in investing activities |
( |
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Cash flows from financing activities |
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Proceeds from convertible debentures / debt financing |
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| Proceeds from pre-funded warrants | ||||||||
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Net cash provided by financing activities |
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| Effect of exchange-rate changes and held-for-sale cash presentation on cash and cash equivalents | ( |
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Net decrease in cash and cash equivalents |
( |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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Supplemental disclosure of cash flow information |
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Cash paid for interest |
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Supplemental disclosure of noncash financing and investing activities |
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| Debt discount from derivative bifurcation | ||||||||
| Derivative liability initial recognition | ||||||||
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Pre-funded warrant APIC allocation |
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Bitcoin received as written-call premium |
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See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
1. Organization and Description of Business
Sono Group N.V. (“Sono N.V.”) is a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands. The Company is registered in the business register at the Netherlands Chamber of Commerce (trade register number: 80683568).
In November 2021, the Company completed its initial public offering, and its ordinary shares commenced trading on The Nasdaq Global Market on November 17, 2021 under the ticker symbol “SEV”. On February 15, 2024, Nasdaq filed a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission (the “SEC”) to complete the delisting of the Company’s ordinary shares from Nasdaq. On July 2, 2024, the quoting of the Company’s ordinary shares commenced on OTCQB under the ticker symbol “SEVCF”. On September 4, 2025, the Company received approval to list its ordinary shares on Nasdaq, and the ordinary shares commenced trading on the Nasdaq Capital Market under the ticker symbol “SSM” on September 5, 2025.
The business address of Sono N.V. as of the date of this Quarterly Report is 4965 Trinidad Drive, Land O’ Lakes, FL 34639, United States of America. As of March 31, 2026, Sono N.V.’s wholly-owned subsidiaries were (i) Sono Motors GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) (the “Subsidiary”), registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich, Germany, under HRB 224131, with registered headquarters at Waldmeisterstraße 93, 80935 Munich, Germany, and (ii) Sono Group S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 8 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, which was funded with €12,000 for purposes of providing share capital and had no operations during the three months ended March 31, 2026. As of March 31, 2026, Sono N.V. was the ultimate parent of the Subsidiary and Sono Group S.à r.l. Subsequent to March 31, 2026, Sono N.V. sold the Subsidiary pursuant to a Share Purchase and Transfer Agreement, dated May 4, 2026 (the “SPA”), as a result of which Sono N.V. ceased to be the ultimate parent of the Subsidiary on May 4, 2026. Hereinafter, unless otherwise indicated or the context otherwise requires, the terms “Sono Group”, “Sono”, “the Company”, “we”, “our”, “us” or similar terms, refer to Sono N.V. together with its consolidated subsidiaries as of March 31, 2026.
Sono Group historically intended to develop and manufacture electric vehicles with integrated solar panels (the “Sion passenger car program”) and to license its solar technology to other Original Equipment Manufacturers (“OEMs”). On February 24, 2023, the Company announced the decision to terminate the Sion passenger car program and to pivot the business model to exclusively retrofitting and integrating Sono Group’s solar technology onto third party vehicles due to lack of available funding. As a consequence, management determined to apply for the opening of self-administration proceedings with respect to Sono N.V. and the Subsidiary (the “Self-Administration Proceedings”) on May 15, 2023. The Subsidiary withdrew its application for Preliminary Self-Administration Proceedings on January 31, 2024, and the Subsidiary exited its Self-Administration Proceedings on February 29, 2024. The Company reconsolidated the Subsidiary effective March 1, 2024 following its exit from the Self-Administration Proceedings.
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. On the same date, the Company’s management board, with the approval of the supervisory board, adopted a digital asset treasury strategy (the “Treasury Strategy”). Under the Treasury Strategy, the principal holding in the Company’s treasury reserve on its balance sheet is allocated to digital assets, principally Bitcoin(“Bitcoin” or “BTC”), by applying a covered-call yield strategy. In connection with the Treasury Strategy, on March 10, 2026, the Company entered into a 2002 ISDA Master Agreement, a related Schedule and a Credit Support Annex with Blockchain.com (BVI) II Limited (“Blockchain.com”), facilitating the Company to enter into derivative and/or hedging transactions to manage the risk associated with the Treasury Strategy.
As of March 31, 2026, management concluded that the Subsidiary met the criteria to be classified as held for sale and that the planned disposition (which was completed subsequent to quarter end on May 4, 2026, as further described under Note 16 (Subsequent Events)) represents a strategic shift that has had, or will have, a major effect on the Company’s operations and financial results. Accordingly, the results of operations of the Subsidiary have been presented as discontinued operations, and the related assets and liabilities have been presented as assets and liabilities of discontinued operations classified as held for sale, for all periods presented. 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 Note 3 (Liquidity and Going Concern Analysis), Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale), Note 5 (Digital Assets), Note 6 (Written Covered Bitcoin Call Options), Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) and Note 16 (Subsequent Events) for additional information.
These unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
On a consolidated basis, the Company’s operations during the three months ended March 31, 2026 and the three months ended March 31, 2025 are comprised of the parent company, Sono N.V., and the Subsidiary. All significant intercompany transactions and balances have been eliminated upon consolidation. Certain amounts in the prior period unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation, including the presentation of the Subsidiary as a discontinued operation. In addition, effective January 1, 2026, the Company changed its reporting currency from the euro to the U.S. dollar, and all prior-period financial information presented in these unaudited condensed consolidated financial statements has been recast into U.S. dollars as if the U.S. dollar had been the Company’s reporting currency since the earliest period presented. See Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies) for additional information regarding the change in reporting currency.
2. Basis of Presentation, Consolidation and Summary of Significant Accounting Policies
A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows:
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and the rules and regulations of the SEC applicable to interim financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary for a fair presentation, consisting of normal recurring adjustments and the non-recurring classification, reporting-currency, fair-value, discontinued-operations and financing-related adjustments described in these notes. Results for the three months ended March 31, 2026 are not necessarily indicative of results for the full fiscal year.
Reporting currency and functional currency
Effective January 1, 2026, the Company changed its reporting currency from the euro to the U.S. dollar. Management made the change to better align the Company’s financial reporting with its U.S.-dollar denominated financing activities, U.S. capital-markets reporting environment, and the Treasury Strategy following the Company’s strategic transition. The Company has recast all prior-period financial information presented in these condensed consolidated financial statements into U.S. dollars as if the U.S. dollar had been the Company’s reporting currency since the earliest period presented. The change in reporting currency does not by itself change the underlying functional-currency determination for each distinct and separable operation.
Effective January 1, 2026, Sono Group N.V. determined that its functional currency is the U.S. dollar. As of March 31, 2026, the Subsidiary continues to have the euro as its functional currency. Assets and liabilities of euro-functional operations are translated into U.S. dollars at period-end exchange rates, and revenues, expenses, gains and losses are translated at transaction-date rates or appropriate weighted-average exchange rates. Translation effects are recognized as a component of accumulated other comprehensive income (loss) within shareholders’ equity.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Significant estimates include going concern, held-for-sale and discontinued-operations classification and measurement, fair value measurements of digital assets and derivative liabilities, valuation of convertible notes and related debt discount, lease accounting assumptions, and income tax valuation allowances.
Digital assets and derivative instruments
Digital assets consisting principally of Bitcoin are accounted for under ASC 350-60. The Company’s Bitcoin holdings are initially recognized at cost and subsequently measured at fair value in accordance with ASC 820, with changes in fair value recognized in net income each reporting period. Digital assets are presented as a separate line item in the condensed consolidated balance sheet. The Company does not present digital asset fair-value changes, realized digital asset gains or losses, written-call premiums, derivative settlements or related execution fees as revenue from contracts with customers because such activities do not arise from contracts with customers within the scope of ASC 606.
Written covered Bitcoin call options are accounted for as freestanding derivative liabilities under ASC 815 unless a specific scope exception applies. Premiums received are consideration for assuming a derivative obligation and are not recorded as revenue. Written-call liabilities are measured at fair value at inception and remeasured at fair value each reporting period, with changes recognized in earnings unless hedge accounting is formally designated and documented. The Company has not designated hedge accounting for the arrangements reflected in these condensed consolidated financial statements. The related economics are presented as digital asset treasury income or loss rather than revenue from contracts with customers.
Convertible debt, warrants and fair value measurements
The Company accounts for convertible debentures by recognizing the debt host net of unamortized debt discount and separately recognizing embedded conversion features that require bifurcation as derivative liabilities. Embedded conversion derivative liabilities are measured at fair value at inception and at each reporting date, with changes in fair value recognized in earnings. Debt discount is amortized to interest expense over the expected term of the convertible debentures.
The Company classifies pre-funded warrants in additional paid-in capital when the instruments meet the applicable equity-classification criteria. Cash proceeds from convertible debentures and pre-funded warrants are presented as financing cash inflows in the statement of cash flows, and equity-classified pre-funded warrant amounts are presented within shareholders’ equity.
Fair value measurements are categorized within the fair value hierarchy based on the observability of inputs. Bitcoin is measured using the BTC-USD spot price observed at 23:59:59 UTC on the reporting date from the market in which the Company transacts through Blockchain.com and is classified within Level 1. Written covered Bitcoin call options and embedded conversion derivative liabilities are classified within Level 3 when valuation uses significant unobservable inputs, including volatility, term, conversion or settlement assumptions, and probability-weighted outcomes.
Credit risk and concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, digital assets, collateral arrangements and contractual rights arising from digital asset derivative activity. The Company maintains cash with financial institutions, holds Bitcoin and related rights through digital asset counterparties and custodial arrangements, and monitors counterparty and concentration risk; however, balances may exceed insured or protected limits and are subject to market, custody, liquidity and counterparty risks.
Leases
The Company accounts for leases under ASC 842, Leases. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Because the Company’s leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement. Lease expense is recognized on a straight-line basis over the lease term. The Company has elected the short-term lease recognition exemption for leases with terms of twelve months or less. As of March 31, 2026, the Company’s lease balances, including right-of-use assets, relate to the Subsidiary and are included in discontinued operations and the disposal group classified as held for sale.
Recently Adopted and Recently Issued Pronouncements
Effective January 1, 2025, the Company adopted ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The guidance requires in-scope crypto assets to be measured at fair value, with changes in fair value recognized in net income each reporting period, and requires separate presentation and disclosure of crypto assets. The adoption did not have a material impact on the Company’s consolidated financial statements upon adoption because the Company did not hold material crypto assets at the adoption date. The guidance is applicable to the Company’s Bitcoin holdings acquired in connection with the Company’s digital asset treasury strategy (the “Treasury Strategy”).
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The guidance requires additional note disclosures about specified categories of expenses included in certain expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the effect of the guidance on its disclosures.
The Company has evaluated other recently issued accounting pronouncements and does not expect them to have a material effect on its condensed consolidated financial statements or related disclosures.
3. Liquidity and Going Concern Analysis
The Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date these unaudited condensed consolidated financial statements are issued, in accordance with ASC 205-40. Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company’s obligations due within twelve months after the issuance date of these unaudited condensed consolidated financial statements.
As of March 31, 2026, the Company had cash and cash equivalents of $
During the three months ended March 31, 2026, management completed financing transactions and strategic actions related to the Company’s transition to the Treasury Strategy and its exit from legacy solar operations. The Company raised aggregate gross proceeds of approximately $
Management considered the financing transactions, implementation of the Treasury Strategy and exit from legacy solar operations in its liquidity analysis. Although these actions may reduce certain cash outflows and provide additional potential liquidity sources, the Company continues to depend on monetization of digital asset holdings, performance of the Treasury Strategy and availability of external financing, and management did not conclude that substantial doubt was alleviated.
The Company’s ability to maintain adequate liquidity remains subject to significant uncertainties, including the price volatility and liquidity characteristics of digital assets, the terms and potential collateral requirements of transactions entered into in connection with the Treasury Strategy pursuant to the Credit Support Annex described in Note 5 (Digital Assets) and Note 6 (Written Covered Bitcoin Call Options), and the maturities of the convertible debentures issued during the three months ended March 31, 2026, which mature in 2027 and may require refinancing or conversion prior to or at maturity. Based upon this uncertainty, management has concluded that there is substantial doubt that the Company will continue as a going concern. See Note 16 (Subsequent Events) for additional information regarding subsequent events relevant to the matters described above.
4. Discontinued Operations and Assets and Liabilities Held for Sale
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 was in negotiations to sell the Subsidiary before March 31, 2026, and subsequent to March 31, 2026 executed a share purchase agreement to sell the Subsidiary. Management concluded that the Subsidiary met the criteria to be classified as held for sale as of March 31, 2026 and that the planned disposition (which was completed subsequent to quarter end on May 4, 2026, as further described under Note 16 (Subsequent Events)) represents a strategic shift that has had, or will have, a major effect on the Company’s operations and financial results.
Management’s held-for-sale conclusion was based on the approval of a plan to sell the Subsidiary, management’s commitment to the plan, active negotiations with a buyer, the availability of the disposal group for immediate sale in its then-present condition subject only to customary closing conditions, the expectation that the sale would be completed within one year, and the determination that actions required to complete the plan indicated it was unlikely that significant changes would be made or that the plan would be withdrawn.
The disposal group was measured at the lower of carrying amount or fair value less cost to sell. Based on the planned sale and nominal consideration subsequently documented in the executed SPA, management recognized a $
The results of operations of the Subsidiary have been presented as discontinued operations for all periods presented. The related assets and liabilities have been presented separately as held for sale in the unaudited condensed consolidated balance sheets. Parent-company public-company costs, SEC reporting costs, financing costs, digital-asset treasury costs and general holding-company overhead remain in continuing operations unless directly attributable to the discontinued component. The discontinued operation was reported within the Company’s single reportable segment.
As of March 31, 2026 and December 31, 2025, certain lease-related amounts recorded by Sono N.V., including approximately $
|
Major classes of assets of discontinued operations classified as held for sale (USD in thousands) |
March 31, 2026 |
December 31, 2025 |
||||||
|
Right-of-use assets |
||||||||
|
Other disposal-group assets |
||||||||
| Valuation allowance / impairment recognized on classification as held for sale | ( |
) | ||||||
|
Total assets of discontinued operations classified as held for sale |
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|
Major classes of liabilities of discontinued operations classified as held for sale (USD in thousands) |
March 31, 2026 |
December 31, 2025 |
||||||
|
Lease liabilities |
||||||||
| Other disposal-group liabilities | ||||||||
|
Total liabilities of discontinued operations classified as held for sale |
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|
Major line items included in income (loss) from discontinued operations (USD in thousands) |
Three months ended March 31, 2026 |
Three months ended March 31, 2025 |
||||||
|
Revenue |
||||||||
|
Cost of revenue / cost of sales |
( |
) | ( |
) | ||||
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Gross profit |
||||||||
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Selling and distribution expenses |
( |
) | ( |
) | ||||
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General and administrative expenses |
( |
) | ( |
) | ||||
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Research and development expenses |
( |
) | ( |
) | ||||
| Other operating income, net | ||||||||
|
Loss from operations of discontinued operations |
( |
) | ( |
) | ||||
|
Foreign currency loss, net |
( |
) | ||||||
| Loss on classification as held for sale / impairment of disposal group | ( |
) | ||||||
|
Loss from discontinued operations before income taxes |
( |
) | ( |
) | ||||
|
Income tax expense |
||||||||
|
Loss from discontinued operations, net of tax |
( |
) | ( |
) | ||||
|
Discontinued operations cash-flow information (USD in thousands) |
Three months ended March 31, 2026 |
Three months ended March 31, 2025 |
||||||
|
Net cash provided by (used in) operating activities of discontinued operations |
( |
) | ||||||
|
Effect of exchange-rate changes on cash of discontinued operations |
( |
) | ||||||
|
Net increase (decrease) in cash of discontinued operations |
( |
) | ||||||
|
Cash of discontinued operations, beginning of period |
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Cash of discontinued operations, end of period |
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|
Depreciation and amortization included in discontinued operations |
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|
Cash and held-for-sale presentation bridge (USD in thousands) |
March 31, 2026 |
December 31, 2025 |
||||||
|
Cash and cash equivalents presented in continuing current assets |
||||||||
|
Cash of discontinued operations included in assets classified as held for sale |
||||||||
|
Total cash and cash equivalents including discontinued operations cash |
||||||||
Upon the May 4, 2026 sale of the Subsidiary and loss of control of the Subsidiary, the Company will deconsolidate the Subsidiary and recognize any resulting gain or loss within discontinued operations in the second quarter of 2026.
5. Digital Assets
During the three months ended March 31, 2026, the Company acquired Bitcoin as part of the Treasury Strategy. The Company’s digital asset holdings consist of Bitcoin and are presented separately on the face of the unaudited condensed consolidated balance sheets. See Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies) for the Company’s accounting policies for crypto assets, written covered Bitcoin call options and digital asset treasury income (loss), net, and Note 7 (Fair Value Measurements) for the related fair value measurement disclosures.
The Company’s Bitcoin holdings expose the Company to concentration risk in a single digital asset and to market, custody, counterparty, regulatory, execution and liquidity risks. The fair value of Bitcoin may change materially over short periods, and changes in fair value are recognized in earnings each reporting period. Bitcoin holdings may also be affected by written-call option arrangements, collateral requirements, settlement mechanics and restrictions or practical limitations associated with custody or monetization.
|
Digital asset rollforward (USD in thousands, except BTC units and USD price per BTC) |
BTC units |
USD amount |
||||||
|
Beginning balance |
||||||||
| Bitcoin purchased / deposited during period | ||||||||
| Settled BTC premiums received on Q1 written covered calls | ||||||||
|
Dispositions / physical settlements |
||||||||
| Ending BTC holdings at March 31, 2026 | ||||||||
|
Period-end BTC price (USD per BTC) |
— | $ | ||||||
| Ending Bitcoin fair value (69.01 BTC x $68,233.31; calculated using unrounded BTC units) | ||||||||
| Cost basis / carrying value before ASC 350-60 fair value remeasurement | ||||||||
|
ASC 350-60 fair value remeasurement gain/(loss) |
— | ( |
) | |||||
BTC units in the table are rounded to the nearest hundredth for presentation. The unit rollforward and ending fair value are calculated using unrounded BTC units from the Company’s Bitcoin treasury valuation support; therefore, rounded displayed unit amounts may not recompute exactly. The settled BTC premium line represents BTC premiums received on written covered calls that expired out of the money before quarter-end.
The digital asset rollforward reflects activity through March 31, 2026 only. The April 3, 2026 Blockchain.com activity report includes post-quarter activity and therefore does not represent the March 31, 2026 BTC-unit balance. The March 31, 2026 balance includes the original
6. Written Covered Bitcoin Call Options
The Company writes covered Bitcoin call options and receives option premiums. During the three months ended March 31, 2026, the Company received
At March 31, 2026, the Company recognized a $
|
Written covered-call derivative liability rollforward (USD in thousands) |
Amount |
|||
|
Initial liabilities recognized for premiums received by period-end |
||||
|
Ending written-call derivative liability |
||||
|
Realized expiration/settlement gain |
||||
|
Open written-call fair-value loss |
( |
) | ||
|
Net written-call income |
||||
7. Fair Value Measurements
The Company measures Bitcoin and derivative liabilities at fair value in accordance with ASC 820. For directly held Bitcoin, management identified the market in which the Company transacts through Blockchain.com as the principal market for the Company’s Bitcoin treasury transactions. Because Bitcoin trades continuously and does not have a single exchange closing time, the Company measures its period-end Bitcoin position using the BTC-USD spot price observed from that principal market at 23:59:59 UTC on the reporting date. For March 31, 2026, the spot price used was $ per BTC. Bitcoin is classified as Level 1 because the valuation uses an observable quoted price in an active market. Written covered-call derivative liabilities and embedded conversion derivative liabilities are classified as Level 3 because valuation includes significant unobservable inputs. The Company had no assets or liabilities measured at fair value on a recurring basis at December 31, 2025. The fair value hierarchy and Level 3 rollforward below present the same March 31, 2026 embedded conversion derivative liability balance as the balance sheet caption for derivative liabilities — embedded conversion features and the convertible debt table in Note 8. (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants).
|
Fair value hierarchy by instrument (USD in thousands) |
March 31, 2026 total fair value |
Level 1 |
Level 2 |
Level 3 |
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|
Bitcoin digital assets |
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|
Embedded conversion derivative liability |
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|
Written covered Bitcoin call derivative liability |
||||||||||||||||
|
Level 3 derivative liability rollforward (USD in thousands) |
Embedded conversion derivative liability |
Written covered Bitcoin call derivative liability |
||||||
|
Beginning balance, January 1, 2026 |
||||||||
|
Initial recognition / issuances |
||||||||
|
Change in fair value recognized in earnings, net |
( |
) | ||||||
|
Settlements / expirations / conversions |
( |
) | ||||||
|
Transfers into or out of Level 3 |
||||||||
|
Ending balance, March 31, 2026 |
||||||||
The debt-host allocation / day-one noncash issuance-date adjustment represents the noncash issuance-date allocation effect recognized in connection with bifurcating the embedded conversion derivative liabilities from the convertible-debt host.
|
Instrument |
Fair value hierarchy |
Valuation technique / significant inputs |
|
Bitcoin |
Level 1 |
BTC-USD spot price observed from the market in which the Company transacts through Blockchain.com at 23:59:59 UTC on March 31, 2026; spot price used was $ per BTC. |
|
Written covered Bitcoin call options |
Level 3 |
Open April 3, 2026 written call; liability equals |
|
Embedded conversion derivative liabilities |
Level 3 |
Monte Carlo simulation for convertible-debenture embedded conversion features using SSM stock price $ |
8. Convertible Notes, Embedded Derivatives and Pre-Funded Warrants
During the three months ended March 31, 2026, the Company issued three convertible debentures and one pre-funded warrant to YA II PN, Ltd. The following tables summarize the contractual terms and reconcile the related debt host, embedded conversion derivative liability, accrued interest payable, pre-funded warrant proceeds and APIC allocation to the balance sheet, statement of operations, statement of cash flows and shareholders’ equity presentation.
|
Convertible debenture terms |
January Debenture |
February Debenture |
March Debenture |
|||||||||
|
Issue date |
|
|
|
|||||||||
|
Principal amount |
$ | $ | $ | |||||||||
|
Maturity |
|
|
|
|||||||||
|
Interest rate |
|
|
|
|||||||||
|
Fixed conversion price |
$ | $ | $ | |||||||||
|
Variable conversion price |
|
|
|
|||||||||
|
Floor price |
$ | $ | $ | |||||||||
| Convertible debt, warrant and related financial statement presentation reconciliation (USD in thousands) |
Amount, KUSD |
|||
| Balance Sheet – March 31, 2026 | ||||
|
Gross convertible notes payable |
||||
|
Unamortized debt discount |
( |
) | ||
|
Convertible notes payable, net of discount |
||||
|
Embedded conversion derivative liability |
||||
|
Accrued interest payable |
||||
|
Pre-funded warrant APIC (equity) |
||||
| Income Statement –Months Ended March 31, 2026 | ||||
| Day-one loss on derivative liability | ( |
) | ||
| Gain on change in fair value of embedded derivatives | ||||
|
Coupon interest expense |
( |
) | ||
|
Debt discount amortization expense |
( |
) | ||
|
Total interest expense |
||||
The initial fair value of the bifurcated embedded conversion derivative liabilities exceeded the cash proceeds allocated to the debt host because the valuation reflects the variable conversion features, floor prices and probability-weighted settlement outcomes under the convertible debenture terms. This resulted in a recognized loss of $1,083.
The embedded conversion features were bifurcated and recognized as derivative liabilities measured at fair value. Changes in fair value are recognized in earnings. Debt discount is amortized to interest expense over the expected term of the convertible debentures. The balance sheet presentation separates (i) the convertible debt host, net of unamortized discount, (ii) accrued interest payable, and (iii) embedded conversion derivative liabilities. Accrued interest payable is not included in convertible notes payable, net of discount, because it represents separately accrued contractual coupon interest. Cash proceeds from convertible debentures and pre-funded warrants are presented as financing cash inflows, the pre-funded warrant APIC allocation is presented within shareholders’ equity, and the embedded conversion derivative liabilities and convertible debt host are presented as separate balance sheet captions.
9. Accounts Payable, Accrued Expenses and Other Liabilities
|
Accounts payable and accrued expenses detail (USD in thousands) |
March 31, 2026 |
December 31, 2025 |
||||||
|
Legal fees |
||||||||
|
Accounting and auditing fees |
||||||||
|
Other accounts payable and accrued expenses |
||||||||
|
Total accounts payable and accrued expenses |
||||||||
|
Balance sheet caption (USD in thousands) |
March 31, 2026 |
December 31, 2025 |
||||||
|
Accounts payable and accrued expenses |
||||||||
|
Accrued interest payable |
||||||||
|
VAT and other tax liabilities |
||||||||
|
Liabilities of discontinued operations classified as held for sale, including lease liabilities |
||||||||
10. Leases
The Company’s lease balances relate to the Subsidiary and the legacy solar business. As of March 31, 2026, the related right-of-use asset and lease obligations were included in assets and liabilities of discontinued operations classified as held for sale because the lease was associated with the discontinued component. The lease measurement was calculated using a
The lease liability caption is presented together with other disposal-group liabilities because the disclosed amounts represent the total liabilities of the discontinued operations disposal group associated with the legacy solar business, including lease obligations. Lease cost and cash paid for lease liabilities for the three months ended March 31, 2026 and 2025 related to the discontinued component and are included in the discontinued operations amounts disclosed in Note 4; no material continuing lease cost or cash paid for leases was identified outside the discontinued operations disposal group.
|
Lease-related amounts and inputs included in HFS presentation (USD in thousands, except months and percentages) |
March 31, 2026 |
December 31, 2025 |
||||||
|
Right-of-use assets included in held-for-sale assets |
||||||||
| Lease liabilities and included in held-for-sale liabilities | ||||||||
| Weighted-average lease term used in measurement (months) | ||||||||
| Weighted-average discount rate | % | % | ||||||
11. Income Taxes
The Company recorded income tax expense for the three months ended March 31, 2026 or March 31, 2025. The Company continues to maintain valuation allowances against deferred tax assets where realization is not more likely than not. Income tax expense associated with discontinued operations was not material for the periods presented.
12. Stockholders’ Equity
During the three months ended March 31, 2026, the Company recognized $
The accumulated other comprehensive income (loss) column in the statement of shareholders’ equity reflects cumulative translation adjustments arising from the change in reporting- currency realignment and the translation of euro-functional operations, as described in Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies). Total shareholders’ equity in the statement of shareholders’ equity reconciles to total shareholders’ equity presented in the condensed consolidated balance sheet for each period presented.
|
Share capital |
Authorized |
Issued and outstanding at March 31, 2026 |
Issued and outstanding at December 31, 2025 |
Nominal value under Dutch corporate law |
|||||||||
|
Ordinary shares |
EUR |
||||||||||||
|
High voting shares |
EUR |
||||||||||||
|
Preferred shares |
EUR |
||||||||||||
13. Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average shares outstanding during the period. Diluted net income (loss) per share gives effect to potentially dilutive securities when their effect is dilutive. For Q1 2026, potentially dilutive securities were excluded because the Company reported a net loss and inclusion would have been anti-dilutive.
|
Net income (loss) per share |
Three months ended March 31, 2026 |
Three months ended March 31, 2025 |
||||||
|
Numerator: |
||||||||
|
Income (loss) from continuing operations |
( |
) | ||||||
| Loss from discontinued operations, net of tax | ( |
) | ( |
) | ||||
|
Net income (loss) |
( |
) | ||||||
|
Denominator: |
||||||||
|
Weighted average shares outstanding - basic |
||||||||
|
Dilutive effect of potential ordinary shares |
||||||||
|
Weighted average shares outstanding - diluted |
||||||||
|
Basic net income (loss) per share: |
||||||||
|
Continuing operations |
$ | ( |
) | $ | ||||
|
Discontinued operations |
$ | ( |
) | $ | ( |
) | ||
|
Net income (loss) per share - basic |
$ | ( |
) | $ | ||||
|
Diluted net income (loss) per share: |
||||||||
|
Continuing operations |
$ | ( |
) | $ | ||||
|
Discontinued operations |
$ | ( |
) | $ | ( |
) | ||
|
Net income (loss) per share - diluted |
$ | ( |
) | $ | ||||
14. Commitments and Contingencies
From time to time, the Company may be involved in claims and proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies when a loss is probable and reasonably estimable. Management is not currently aware of any matter that it believes would have a material adverse effect on the Company’s condensed consolidated financial statements, except as otherwise disclosed in this Quarterly Report.
The Company’s commitments and contingencies include matters associated with the exit from the Subsidiary, lease-related obligations included in the discontinued operations disposal group, public-company obligations, financing arrangements and the Treasury Strategy.
15. Related Party Transactions
The Company evaluates relationships and transactions for related-party disclosure under applicable SEC and U.S. GAAP requirements. The Company considered its financing arrangements, preferred share arrangements, voting limitations, conversion rights, applicable beneficial-ownership limitations, including the 4.99% limitation, and other contractual arrangements with Yorkville in evaluating related-party disclosure. Based on this evaluation and consistent with the Company’s historical treatment of similar arrangements, management identified Yorkville as a related party on the basis that YA II PN, Ltd. is the sole holder of the Company’s outstanding Preferred Shares, which constitute 100% of that class of the Company’s issued share capital, and that Yorkville has maintained a long-standing and material financing relationship with the Company. See Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants), Note 12 (Stockholders’ Equity) and Note 16 (Subsequent Events) for additional information. No additional related-party transactions have been identified other than matters disclosed elsewhere in this Quarterly Report relating to financing, governance and the disposition of the legacy solar operations conducted through the Subsidiary.
16. Subsequent Events
The Company has evaluated subsequent events through the date these condensed consolidated financial statements were issued. The following event occurring subsequent to March 31, 2026 is disclosed below.
Disposition of Sono Motors GmbH.
On May 4, 2026, the Company entered into a Share Purchase and Transfer Agreement (the “SPA”) with (i) Vorratsla-160 M UG (haftungsbeschränkt) (in the future, OZERA UG (haftungsbeschränkt)), a German limited liability company whose sole shareholder is Denis Azhar, and (ii) Vorratsla-161 M UG (haftungsbeschränkt) (in the future, JanSol Invest 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, the Company sold and transferred to the Purchasers, with immediate legal effect under German law and without conditions precedent, all
In connection with the SPA, the Company and the Subsidiary agreed to terminate their 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 the Company is the current lessee, to be transferred to the Subsidiary as lessee by no later than June 30, 2026, with a full release of the Company from any further liability thereunder; if such transfer is not completed by that date, the Company has the right to terminate the lease agreement. The Subsidiary granted the Company a worldwide, limited, non-exclusive, non-transferable, royalty-free, irrevocable license to use the “Sono” brand as company name and in connection with the Company's 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.
Following the signing date of the SPA, the Company no longer holds any equity interest in, or exercises any control over, the Subsidiary. The Company will deconsolidate the Subsidiary upon loss of control in the second quarter of 2026 and will recognize any resulting gain or loss within discontinued operations in the period in which loss of control occurs.
Because the Company recognized a $
The SPA described above is the operative transaction document for the assignment of the shareholder loan repayment claim, including the approximately €
Additional Financing.
Subsequent to March 31, 2026, on April 28, 2026, the Company received an additional tranche of funding from YA II PN, Ltd. (“Yorkville”) in the form of a convertible debenture issued by the Company to Yorkville in the aggregate principal amount of $
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
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.
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.
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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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.
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors” in Item 1A of Part I of our 2025 Form 10-K, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
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:
|
● |
our digital asset treasury strategy (the “Treasury Strategy”), including our planned acquisition and holding of Bitcoin, our covered-call yield strategy, our arrangements with Blockchain.com (BVI) II Limited (“Blockchain.com”) under the ISDA Master Agreement and related transaction documents, and any associated derivative and hedging transactions; |
|
● |
the price and volatility of Bitcoin and other digital assets, and the related impact on our financial condition, results of operations and liquidity; |
|
● |
our exit from the legacy solar operations conducted through the Subsidiary, which was completed subsequent to the three months ended March 31, 2026 through the execution and consummation of the SPA pursuant to which the Company sold the Subsidiary on May 4, 2026; |
|
● |
the planned solicitation of the ratification by our shareholders of our engagement in the Treasury Strategy at an extraordinary general meeting of shareholders; |
|
● |
our ability to maintain compliance with the continued listing standards of The Nasdaq Stock Market LLC (“Nasdaq”); |
|
● |
our liquidity and our ability to continue as a going concern; |
|
● |
the effectiveness of our internal control over financial reporting and disclosure controls and procedures, and our plans to remediate identified material weaknesses; and |
|
● |
our expectations regarding the regulatory environment for digital assets and the development of the markets in which we operate. |
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.
Any forward-looking statements made herein speak only as of the date of this Quarterly Report, and you should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance or achievements reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report or to conform these statements to actual results or revised expectations.
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.
Business Overview
During the period from January 1, 2026 through March 14, 2026, our business consisted of the legacy solar operations conducted through the Subsidiary.
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.
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.
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.
We operate as a single business segment.
Recent Developments
Disposition of Sono Motors GmbH.
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.
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.
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.
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.
Change in Reporting Currency.
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.
Additional Financing.
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.
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.
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.
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.
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.
Components of Our Results of Operations
Revenue
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.
Digital Asset Treasury Loss, Net
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.
General and Administrative Expenses
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.
Gain on Change in Fair Value of Convertible Notes Payable Carried at Fair Value
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.
Gain on Change in Fair Value of Embedded Derivative Liabilities
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.
Interest Expense, Including Amortization of Debt Discount
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.
Foreign Currency Loss, Net
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.
Loss From Discontinued Operations, Net of Tax
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.
Results of Operations
The following table summarizes our consolidated results of operations for the periods indicated:
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Three months ended March 31, |
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2026 |
2025 |
Change |
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(in $ thousands) |
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Continuing operations |
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Revenue |
– | – | – | |||||||||
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Digital asset treasury loss, net |
(313 | ) | – | (313 | ) | |||||||
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General and administrative expenses |
(1,167 | ) | (1,018 | ) | (149 | ) | ||||||
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Loss from continuing operations |
(1,480 | ) | (1,018 | ) | (462 | ) | ||||||
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Gain on change in fair value of convertible notes payable carried at fair value |
– | 10,331 | (10,331 | ) | ||||||||
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Gain on change in fair value of embedded derivative liabilities |
591 | – | 591 | |||||||||
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Interest expense, including amortization of debt discount |
(113 | ) | – | (113 | ) | |||||||
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Foreign currency loss, net |
– | (13 | ) | 13 | ||||||||
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Total other income, net |
478 | 10,318 | (9,840 | ) | ||||||||
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Income (loss) from continuing operations before income taxes |
(1,002 | ) | 9,300 | (10,302 | ) | |||||||
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Income tax expense |
– | – | – | |||||||||
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Income (loss) from continuing operations |
(1,002 | ) | 9,300 | (10,302 | ) | |||||||
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Loss from discontinued operations, net of tax |
(1,013 | ) | (1,498 | ) | 485 | |||||||
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Net income (loss) |
(2,015 | ) | 7,802 | (9,817 | ) | |||||||
Digital Asset Treasury Loss, Net
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.
General and Administrative Expenses
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.
Gain on Change in Fair Value of Convertible Notes Payable Carried at Fair Value
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.
Gain on Change in Fair Value of Embedded Derivative Liabilities
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.
Interest Expense, Including Amortization of Debt Discount
For the three months ended March 31, 2026, interest expense, including amortization of debt discount, was $113 thousand, consisting of $44 thousand of accrued coupon interest on the convertible debentures issued during the period and $69 thousand of debt discount amortization. There was no comparable interest expense recognized in continuing operations for the three months ended March 31, 2025, because the predecessor convertible notes were accounted for at fair value, with all changes in fair value recognized within the fair-value line item.
Foreign Currency Loss, Net
For the three months ended March 31, 2026, we did not recognize a net foreign currency gain or loss. For the three months ended March 31, 2025, we recognized a net foreign currency loss of $13 thousand within continuing operations.
Loss From Discontinued Operations, Net of Tax
For the three months ended March 31, 2026, loss from discontinued operations, net of tax was $1,013 thousand, compared to $1,498 thousand for the three months ended March 31, 2025. The decrease reflects the wind-down of operating activity at the Subsidiary following our March 14, 2026 decision to terminate funding to, and exit the legacy solar operations conducted through, the Subsidiary, partially offset by a $519 thousand loss on classification as held for sale recognized during the three months ended March 31, 2026.
Net Income (Loss)
For the three months ended March 31, 2026, we reported a net loss of $2,015 thousand, compared to net income of $7,802 thousand for the three months ended March 31, 2025. The change is principally driven by the absence in 2026 of the prior-year fair-value gain on convertible notes accounted for under the fair-value election and the $519 thousand loss on classification as held for sale, partially offset by the 2026 gain on change in the fair value of the embedded conversion derivative liabilities and the lower operating loss from discontinued operations.
Liquidity and Capital Resources
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.
We do not currently generate revenue from continuing operations and we continue to incur operating expenses related to holding-company overhead and public-company compliance costs. Following the adoption of the Treasury Strategy and the cessation of funding to the Subsidiary in the first quarter of 2026, our liquidity position is principally dependent on the performance of our digital asset holdings and the cash flows generated through the Treasury Strategy, supplemented as necessary by external financing, including equity and equity-linked financings and debt instruments.
Sources and Uses of Liquidity
Historically, we have financed our operations through:
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Equity and equity-linked financings, including our initial public offering (“IPO”) in November 2021, a follow-on offering in May 2022 and a committed equity facility entered into in June 2022. |
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On November 17, 2021, the Company consummated its IPO of 10,000,000 ordinary shares at a price of $15.00 per share. In addition, the underwriters in our IPO exercised their greenshoe option to purchase an additional 1,500,000 ordinary shares at a price of $13.95 per share. In total, the Company raised $160 million (€142 million) through the IPO, after deducting underwriting discounts and commissions. |
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The Company successfully completed a follow-on offering on May 3, 2022 of 10,930,000 ordinary shares at a price of $4.00 per share, which amount included shares sold pursuant to the partial exercise of the underwriters’ over-allotment option. Pursuant to the offering, the Company received proceeds of $42 million (€39 million) after deducting underwriting discounts and commissions. |
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On June 13, 2022, the Company entered into an ordinary share purchase agreement with Joh. Berenberg, Gossler & Co. KG (“Berenberg”), which governed a committed equity facility (the “CEF”) for the Company. The CEF provided the Company with the right, but not the obligation, to sell and issue up to $150 million of its ordinary shares over a period of 24 months to Berenberg, subject to certain limitations and conditions. During 2022, the Company sold to Berenberg a total of 8,748,433 ordinary shares for total gross proceeds of $17 million (€17 million). |
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The debentures issued to Yorkville pursuant to the securities purchase agreement in December 2022 and subsequent issuances in 2024 and 2025. |
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On December 7, 2022, the Company entered into a securities purchase agreement with Yorkville under which the Company agreed to sell and issue to Yorkville the convertible debentures in a gross aggregate principal amount of up to $31.1 million (€29.4 million) (the “2022 Debentures”). |
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In mid-November 2023, in the context of the former Self-Administration Proceedings, the Company and Yorkville entered into certain investment-related agreements that became effective on November 20, 2023 (such agreements collectively, the “Yorkville Investment Agreements”), pursuant to which Yorkville committed to provide financing to the Company, subject to the Company’s continued compliance with the terms of the Yorkville Investment Agreements. Among other Yorkville Investment Agreements, the Company and Yorkville entered into a restructuring agreement (as amended from time to time, the “Restructuring Agreement”) and a funding commitment letter (as amended from time to time, the “Funding Commitment Letter”), pursuant to which Yorkville committed to provide limited financing to the Company (the “First Commitment”). On April 30, 2024, the Company and Yorkville entered into an amendment to the Funding Commitment Letter, pursuant to which Yorkville committed additional financing to the Company (the “Second Commitment” and together with the First Commitment, the “Yorkville Restructuring Investment”). |
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The convertible debenture with respect to the first tranche of the Yorkville Restructuring Investment was issued to Yorkville on February 6, 2024 for approximately $4.3 million and the convertible debenture with respect to the second tranche was issued to Yorkville on August 30, 2024 for approximately $3.3 million. |
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On December 30, 2024, the Company and Yorkville entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company agreed to sell and issue to Yorkville a new convertible debenture (the “New Commitment Debenture”) in the aggregate principal amount of $5 million. |
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On December 30, 2024, the Company and Yorkville also entered into an exchange agreement (the “Exchange Agreement” and together with the SPA “Transaction Documents”), pursuant to which the Company agreed to issue, subject to the satisfaction of certain closing conditions, 1,242 preferred shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, which at that time included the 2022 Debentures, the new convertible debentures issued to Yorkville on February 5, 2024 and August 30, 2024 (the “2024 Debentures”) and the New Commitment Debenture (if issued). |
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On February 12, 2025, the Company and Yorkville entered into an Omnibus Amendment to Transaction Documents (the “First Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of the First Debenture. |
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On March 25, 2025, the Company and Yorkville entered into a third Omnibus Amendment to Transaction Documents (the “Third Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1 million of the Yorkville Commitment in the form of the Second Debenture. |
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On April 24, 2025, the Company and Yorkville entered into a fourth Omnibus Amendment to Transaction Documents (the “Fourth Omnibus Amendment”), pursuant to which 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 $500,000 in the form of the Third Debenture. |
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On May 26, 2025, the Company and Yorkville entered into a fifth Omnibus Amendment to Transaction Documents (the “Fifth Omnibus Amendment”), pursuant to which 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 $750,000 in the form of the Fourth Debenture. | |
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On August 6, 2025, the Company and Yorkville entered into 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 to, among other things, provide for an immediate advance by Yorkville to the Company of $190,000 in the form of the Fifth Debenture. | |
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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 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 the Sixth Debenture. |
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On September 5, 2025, the Company and Yorkville entered into a tenth Omnibus Amendment to Transaction Documents (the “Tenth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, (1) increase the aggregate principal amount of the Debenture by an additional $2,200,000 for a total of $7,200,000, and (2) provide for an immediate advance by Yorkville to the Company of $3,409,460, which comprises the remaining $1,209,460 of the original $5,000,000 commitment and the entirety of the additional $2,200,000 commitment, in the form of the Seventh Debenture. |
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On January 26, 2026, the Company issued the Debenture SEV-8 to Yorkville in the aggregate principal amount of $600,000. |
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On February 19, 2026, the Company issued the Debenture SEV-9 to Yorkville in the aggregate principal amount of $750,000. |
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On March 10, 2026, the Company issued a pre-funded warrant to Yorkville to purchase up to 283,367 Ordinary Shares at an exercise price of €0.01 per share, for aggregate gross proceeds of approximately $2,000,004.29. |
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On March 10, 2026, the Company issued a convertible debenture to Yorkville in the aggregate principal amount of $3,000,000, maturing on March 10, 2027 (“Debenture SEV-10”). |
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Limited grant funding from government and public research institutions, supporting the development of our proprietary solar technology, which has been classified within discontinued operations. |
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Limited revenues from sale of prototypes, our solar products and services, which have been classified within discontinued operations. |
Our cash outflows during the three months ended March 31, 2026 were principally driven by:
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General and administrative expenses, primarily professional fees, public-company and SEC reporting costs and other holding-company overhead. |
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Purchases of Bitcoin in connection with the Treasury Strategy. |
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Cash used in the operations of the Subsidiary, which have been classified within discontinued operations. |
Liquidity Outlook and Ability to Continue as a Going Concern
The Company has incurred recurring operating losses and historically negative cash flows from operations since inception, primarily attributable to the operations of the Subsidiary, which has been classified as a discontinued operation for all periods presented and, 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. For the three months ended March 31, 2026, the Company recorded a loss from continuing operations of $1,480 thousand and a net loss of $2,015 thousand, and as of March 31, 2026 had cash and cash equivalents of $237 thousand and an accumulated deficit of $335.4 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
During the three months ended March 31, 2026, management completed financing transactions and strategic actions related to the Company’s transition to the Treasury Strategy and its exit from legacy solar operations. These actions, which are more fully described under “Sources and Uses of Liquidity” above and in Note 3 (Liquidity and Going Concern Analysis), Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale), Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) and Note 16 (Subsequent Events) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, included: (i) raising aggregate gross proceeds of approximately $6.4 million through the issuance of the Q1 2026 Debentures to Yorkville on January 26, 2026, February 19, 2026 and March 10, 2026, respectively, in the aggregate principal amount of $4.35 million and the issuance to Yorkville on March 10, 2026 of a pre-funded warrant for aggregate proceeds of $2.0 million; (ii) using a substantial portion of the proceeds to implement the Treasury Strategy, including the acquisition of Bitcoin and entry into an institutional framework with Blockchain.com in the form of the ISDA Master Agreement and the related Schedule and Credit Support Annex; and (iii) terminating all current and future funding commitments to the Subsidiary and initiating the Company’s exit from the legacy solar operations conducted through the Subsidiary, which is expected to materially reduce the Company’s ongoing cash outflows. In addition, as further described under “Recent Developments” above, subsequent to March 31, 2026, the Company completed its exit from the legacy solar operations through the execution and consummation of the SPA pursuant to which the Subsidiary was sold on May 4, 2026, and received from Yorkville an additional tranche of funding in the amount of $700 thousand in the form of a convertible debenture. These actions are relevant to management’s liquidity plans and operating strategy, but they did not alleviate substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to maintain adequate liquidity remains subject to significant uncertainties, including, among other things, the price volatility and liquidity characteristics of digital assets, the terms and potential collateral requirements of transactions entered into in connection with the Treasury Strategy pursuant to the Credit Support Annex, the residual obligations of the Company under the Share Purchase and Transfer Agreement, including the pending transfer of the lease for the Munich premises by no later than June 30, 2026, sale-date deconsolidation effects not already reflected in the first-quarter held-for-sale impairment, and the maturities of the Q1 2026 Debentures in 2027, which may require us to negotiate a refinancing or conversion prior to or at maturity. Based upon this uncertainty, management has concluded that there is substantial doubt that the Company will continue as a going concern.
See Note 3 (Liquidity and Going Concern Analysis) 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.
Cash Flows
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.
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For the three months ended March 31, |
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2026 |
2025 |
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(in $ thousands) |
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Cash provided by (used in): |
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Operating activities |
(1,356 | ) | (2,582 | ) | ||||
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Investing activities |
(5,000 | ) | – | |||||
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Financing activities |
6,350 | 2,000 | ||||||
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Effect of exchange-rate changes and held-for-sale cash presentation on cash and cash equivalents |
– | (15 | ) | |||||
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Net decrease in cash and cash equivalents |
(6 | ) | (597 | ) | ||||
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Cash and cash equivalents, beginning of period |
243 | 1,462 | ||||||
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Cash and cash equivalents, end of period |
237 | 865 | ||||||
Net cash provided by / (used in) operating activities
Net cash used in operating activities was $1,356 thousand for the three months ended March 31, 2026, compared to net cash used in operating activities of $2,582 thousand for the three months ended March 31, 2025. The current period reflects a net loss of $2,015 thousand adjusted for noncash items, including the $1,264 thousand gain on change in fair value of embedded conversion derivative liabilities, the $519 thousand loss on classification as held for sale, $275 thousand of foreign currency and other noncash items, and $200 thousand of net changes in operating assets and liabilities, including discontinued operations. The prior-year period included the $10,331 thousand noncash gain on change in fair value of convertible notes payable carried at fair value.
Net cash used in investing activities
Net cash used in investing activities was $5,000 thousand for the three months ended March 31, 2026, reflecting purchases of Bitcoin in connection with the Treasury Strategy. Investing activities provided no cash flows for the three months ended March 31, 2025.
Net cash provided by financing activities
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.
Critical Accounting Policies and Estimates
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of March 31, 2026, our management team, with the participation of our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, due to the unremediated material weakness in our internal control over financial reporting as described below and in Part II, Item 9A. “Controls and Procedures” in our 2025 Form 10-K, our disclosure controls and procedures were not effective as of March 31, 2026.
Material Weakness
A “material weakness” is a deficiency or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The previously identified material weaknesses described in Part II, Item 9A. “Controls and Procedures” in our 2025 Form 10-K relate to: (i) a lack of consistent and proper application of processes and procedures; (ii) the design and operating effectiveness of information technology general controls for information systems that are significant to the preparation of our consolidated financial statements; (iii) a lack of review and supervision; (iv) the sufficiency of resources with an appropriate level of technical accounting and SEC reporting experience; and (v) clearly defined control processes, roles and segregation of duties within our finance and accounting functions.
We are continuing to implement the remediation measures described in our 2025 Form 10-K, including the hiring of additional accounting staff, the appointment of a new chief financial officer with the requisite skills to address technical accounting and reporting issues, the engagement of third-party advisors to support our internal resources related to accounting and internal controls, ongoing internal training for our accounting and finance teams and continued investment in our finance information-technology systems. As of March 31, 2026, we are still in the process of remediating the previously identified material weaknesses. The change in reporting currency, the discontinued operations presentation, digital asset accounting, derivative valuation, convertible debt accounting and related SEC reporting requirements have increased the complexity of our control environment, and we are taking additional remediation steps to address these matters, including additional technical accounting review and additional support from third-party advisors.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the three months ended March 31, 2026 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
Limitations on Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
We are, from time to time, party to various claims and legal proceedings arising in the ordinary course of our business. See Part I, Item 1 “Financial Statements (Unaudited) - Note 14, Commitments and Contingencies” in this Quarterly Report, which is incorporated herein by reference.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Quarterly Report. For additional risks relating to our operations, see the section titled “Risk Factors” contained in our 2025 Form 10-K. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
a) None.
b) None.
c) During the three months ended March 31, 2026, of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case defined in Item 408 of Regulation S-K).
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Incorporated by Reference |
||||||||||||
|
Exhibit Number |
Description |
Form |
File No. |
Exhibit |
Filing |
Filed/Furnished |
||||||
|
10-Q |
001-41066 |
3.1 |
11/20/2025 |
|||||||||
|
Form of internal rules of the Management Board of Sono Group N.V. |
F-1 |
333-260432 |
3.2 |
11/8/2021 |
||||||||
|
Form of internal rules of the Supervisory Board of Sono Group N.V. |
F-1 |
333-260432 |
3.3 |
11/8/2021 |
||||||||
|
Convertible Debenture, dated January 26, 2026, by and between Sono Group N.V. and YA II PN, Ltd. |
8-K |
001-41066 |
10.1 |
01/29/2026 |
||||||||
|
Convertible Debenture, dated February 19, 2026, by and between Sono Group N.V. and YA II PN, Ltd. |
8-K |
001-41066 |
10.1 |
02/24/2026 |
||||||||
|
8-K |
001-41066 |
10.1 |
03/10/2026 |
|||||||||
|
Pre-Funded Warrant, dated March 10, 2026, issued by Sono Group N.V. to YA II PN, Ltd. |
8-K |
001-41066 |
4.1 |
03/10/2026 |
||||||||
|
8-K |
001-41066 |
10.2 |
03/10/2026 |
|||||||||
|
Convertible Debenture, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. |
8-K |
001-41066 |
10.3 |
03/10/2026 |
||||||||
|
8-K |
001-41066 |
10.1 |
03/16/2026 |
|||||||||
|
8-K |
001-41066 |
10.2 |
03/16/2026 |
|||||||||
|
8-K |
001-41066 |
10.3 |
03/16/2026 |
|||||||||
|
8-K |
001-41066 |
10.1 |
05/08/2026 |
|||||||||
| 10.11 | Convertible Debenture, dated April 28, 2026, by and between Sono Group N.V. and YA II PN, Ltd. | * | ||||||||||
|
* |
||||||||||||
|
* |
||||||||||||
|
** |
||||||||||||
|
** |
||||||||||||
|
101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. |
* |
||||||||||
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
* |
||||||||||
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
* |
||||||||||
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
* |
||||||||||
|
101.LAB |
Inline XBRL Taxonomy Extension 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. |
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 thereunto duly authorized.
|
SONO GROUP N.V. |
||
|
Date: May 19, 2026 |
By: |
/s/ Kevin McGurn |
|
Kevin McGurn |
||
|
Chief Executive Officer and Managing Director |
||
|
Date: May 19, 2026 |
By: |
/s/ M. Scott Calhoun |
|
M. Scott Calhoun |
||
|
Chief Financial Officer |
||