6-K
Sono Group N.V. (SSM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGEACT OF 1934
For the month of November 2024
Commission File Number: 001-41066
Sono Group N.V.
(Registrant’s name)
Waldmeisterstrasse 93
80935 Munich
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Extraordinary General Meeting
On November 11, 2024, the Sono Group N.V. (the “Company”) issued a table containing tabulations of the votes cast at the Company’s extraordinary general meeting, held on November 7, 2024 (the “EGM”), attached hereto as Exhibit 99.1. The Company’s shareholders approved and adopted all matters submitted to them, which are described in the convening notice attached as Exhibit 99.1 to the Company’s report on Form 6-K submitted to the Securities and Exchange Commission on October 23, 2024.
Appointment of Owen May to the Supervisory Board
At the EGM, Mr. Owen May was appointed as a new member of the Company’s supervisory board as of the close of the EGM, for a period up to and including the annual general meeting of the Company in 2026.
About This Document
The information contained in this report on Form 6-K, including Exhibit 99.1, is hereby incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-261241), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Tabulations of the votes cast at the Company’s extraordinary general meeting |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sono Group N.V. | ||
|---|---|---|
| By: | /s/ George O'Leary | |
| Name: | George O'Leary | |
| Title: | Managing Director |
Date: November 12, 2024
EXHIBIT 99.1
| Sono Group N.V., Munich, Germany<br><br> <br>Extraordinary General Meeting of Shareholders, November 7, 2024 |
|---|
Voting Results Overview
2
| Agenda Item 2 | Appointment of Mr. Owen May as member of the Supervisory Board (voting item) - accepted | |
|---|---|---|
| 92,307,251 | Number of shares for which valid votes were cast (= 51.07% of the voting rights at record date) | |
| 92,307,251 | Yes votes | 100.00% of the valid votes cast |
| - | No votes | 0.00% of the valid votes cast |
| Agenda Item 3 | Amendment of Articles of Association part a to comply with Nasdaq rules and simplify CEO structure (voting item) - accepted | |
| 92,307,251 | Number of shares for which valid votes were cast (= 51.07% of the voting rights at record date) | |
| 92,307,251 | Yes votes | 100.00% of the valid votes cast |
| - | No votes | 0.00% of the valid votes cast |
| Agenda Item 4.1 | Amend the Company's Articles of Association Part B (voting item) - accepted | |
| 92,307,251 | Number of shares for which valid votes were cast (= 51.07% of the voting rights at record date) | |
| 92,307,251 | Yes votes | 100.00% of the valid votes cast |
| - | No votes | 0.00% of the valid votes cast |
3
| Agenda Item 4.2 | Approve the conversion of the YA II PN, Ltd. convertible debenture(s) into preferred shares in the capital of the Company in a ratio to be determined by the Management Board (voting item) - accepted | |
|---|---|---|
| 92,307,251 | Number of shares for which valid votes were cast (= 51.07% of the voting rights at record date) | |
| 92,307,251 | Yes votes | 100.00% of the valid votes cast |
| - | No votes | 0.00% of the valid votes cast |
| Agenda Item 4.3 | Authorize the Management Board to issue preferred shares and/or grant the rights to subscribe for preferred shares to the holder of the convertible debenture(s) (voting item) - accepted | |
| 92,307,251 | Number of shares for which valid votes were cast (= 51.07% of the voting rights at record date) | |
| 92,307,251 | Yes votes | 100.00% of the valid votes cast |
| - | No votes | 0.00% of the valid votes cast |
| Agenda Item 4.4 | Authorize the Management Board to exclude pre-emption rights in relation to the preferred shares and/or the granting of rights to subscribe for preferred shares in respect of the convertible debenture(s) (voting item) - accepted | |
| 92,307,251 | Number of shares for which valid votes were cast (= 51.07% of the voting rights at record date) | |
| 92,307,251 | Yes votes | 100.00% of the valid votes cast |
| - | No votes | 0.00% of the valid votes cast |
4
| Agenda Item 4.5 | Effect and approve the issuance of more than 20% of the Company’s outstanding shares upon the conversion of one or more of the convertible debenture(s), in accordance with the requirement of Nasdaq Listing Rules 5635(b) and 5635(d) (voting item) - accepted | |
|---|---|---|
| 92,307,251 | Number of shares for which valid votes were cast (= 51.07% of the voting rights at record date) | |
| 92,307,251 | Yes votes | 100.00% of the valid votes cast |
| - | No votes | 0.00% of the valid votes cast |
| Agenda Item 5 | Amendment Articles of Association Part C to increase authorized capital under the existing authority (voting item) – accepted | |
| --- | --- | --- |
| 92,307,251 | Number of shares for which valid votes were cast (= 51.07% of the voting rights at record date) | |
| 92,307,251 | Yes votes | 100.00% of the valid votes cast |
| - | No votes | 0.00% of the valid votes cast |