Sono Group N.V. 8-K

What Happened
Sono Group N.V. announced it issued a convertible debenture to YA II PN, Ltd. (Yorkville) on February 19, 2026, with aggregate principal of $750,000. The Debenture matures on February 19, 2027 (Yorkville may extend the maturity) and will accrue interest at 12% annually, rising to 18% if an Event of Default occurs and remains uncured.

Key Details

• Principal amount: $750,000 (net proceeds to the Company: $750,000).
• Maturity: February 19, 2027; extension possible at Yorkville’s option.
• Interest: 12% per year, increasing to 18% while an Event of Default remains uncured.
• Conversion rights: Yorkville may convert the Debenture into Ordinary Shares at the lower of (i) $18.75 per share or (ii) 85% of the lowest daily volume-weighted average price (VWAP) of the Ordinary Shares during the seven consecutive trading days immediately preceding conversion (subject to a Floor Price or nominal share value limit).

Why It Matters
This transaction provides Sono Group with $750,000 of near-term capital through convertible debt rather than an equity sale. For investors, key implications include potential dilution if Yorkville converts the debenture into Ordinary Shares under the stated conversion mechanics, and a relatively high interest cost (12%–18%) that reflects the short-term, higher-risk nature of the financing. The short one-year maturity (with a lender extension option) also means the company will need to repay, refinance, or face conversion within a relatively brief period.