Sono Group N.V. 8-K

What Happened
Sono Group N.V. announced on January 26, 2026 that it issued a convertible debenture in the principal amount of $600,000 to YA II PN, Ltd. (Yorkville). The Debenture matures on January 26, 2027 (with a possible extension at Yorkville’s option) and generated net proceeds of $600,000 to the company.

Key Details

• Principal amount: $600,000; issuance date: January 26, 2026; maturity date: January 26, 2027 (extendable by Yorkville).
• Interest: 12% annual interest on outstanding principal, increasing to 18% if an Event of Default occurs and remains uncured.
• Conversion: Yorkville may convert the Debenture into Ordinary Shares at the lower of (i) $18.75 per share or (ii) 85% of the lowest daily VWAP of the shares during the seven consecutive trading days immediately preceding conversion; conversion price cannot be below any applicable Floor Price or the nominal share value.
• Filing notes the transaction under Item 3.02 (unregistered sale of securities) and attaches the full Debenture as Exhibit 10.1.

Why It Matters
This financing provides Sono with $600,000 in immediate cash but creates potential future dilution if Yorkville converts the Debenture into equity. The interest rate and a higher default rate (18%) increase the company’s financing cost if covenants aren’t met. The short one-year maturity (subject to extension at the lender’s option) is important to monitor for refinancing or conversion outcomes that could affect the company’s capital structure.