Sono Group N.V. Announces Reverse Share Split to Be Implemented January 6, 2025, the Signing of SPA for a new $5 million Debenture, and the Signing of an Exchange Agreement for the Exchange of All Its Debt to Equity

Sono Group N.V. Announces Reverse Share Split to Be Implemented January 6, 2025, the Signing of SPA for a new $5 million Debenture, and the Signing of an Exchange Agreement for the Exchange of All Its Debt to Equity

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Significant Steps Towards Strengthening Financial Position and Supporting Nasdaq Uplisting Efforts

Munich, Jan. 03, 2025 (GLOBE NEWSWIRE) — The solar technology company Sono Group N.V. (OTCQB: SEVCF) (hereafter referred to as “Sono” or the “Company”, parent company to Sono Motors GmbH or “Sono Motors”) today announced crucial milestones in its strategic path to uplisting on the Nasdaq Capital Market:

1. Implementation of a 1-for-75 reverse share split.
2. Entry into a securities purchase agreement (the “Securities Purchase Agreement”, “SPA”) with YA II PN, Ltd. (“Yorkville”) in relation to issuing a new convertible debenture (the “New Convertible Debenture”) in the principal amount of $5 million.
3. Entry into an exchange agreement (the “Exchange Agreement”) with Yorkville to convert all outstanding convertible debentures, including the New Convertible Debenture, into a new class of preferred equity.
4. Appointment of Scott Calhoun as the Company’s Chief Financial Officer.

Reverse Share Split

Sono’s shareholders authorized a reverse share split during the extraordinary general meeting held on January 31, 2024. Following recent board resolutions and Supervisory Board approval, the Company amended its Articles of Association to implement the reverse share split, consolidating every 75 existing shares into one new share.

The Financial Industry Regulatory Authority (“FINRA”) confirmed that it has received and reviewed all necessary documentation to process the reverse share split. The reverse share split will take effect on January 6, 2025 and the Company’s ordinary shares will be quoted on a split-adjusted basis on the OTCQB starting January 6, 2025 under the temporary symbol “SEVCD” for at least 20 business days following the reverse share split. The CUSIP number of N81409125 will be assigned to the Company’s ordinary shares when the reverse share split becomes effective. The Company anticipates that, after giving effect to the reverse share split, the number of ordinary shares outstanding will decrease from 105,741,373 to 1,409,885.

The reverse share split is a pivotal step in fulfilling Nasdaq’s listing requirements, particularly regarding the minimum bid price, and aims to enhance share trading accessibility and appeal to institutional investors.

New Convertible Debenture of $5 million

As part of its strategic financial restructuring, on December 30, 2024, Sono entered into the Securities Purchase Agreement with Yorkville to issue the New Convertible Debenture. The New Convertible Debenture, when issued, will have a principal amount of $5 million, carry a 12% annual interest rate, and mature on the one-year anniversary of its issuance date. In addition, the New Convertible Debenture will be convertible into ordinary shares at the lower of $0.25 per share or 85% of the lowest daily volume weighted average price of the ordinary shares during the seven trading days immediately preceding the conversion date or other date of determination, subject to a floor price equal to 20% of the closing price on the trading day immediately prior to the date of issuance. The New Convertible Debenture will also include a provision such that Yorkville may not convert any portion of the New Convertible Debenture if, after giving effect to such conversion, Yorkville would beneficially own more than 4.99% of the Company’s outstanding ordinary shares. Such ownership limitations may be waived by Yorkville upon not less than 65 days prior notice to the Company. The issuance and funding of the New Convertible Debenture are subject to the satisfaction of certain conditions, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Company’s ordinary shares on the Nasdaq Capital Market and the execution of an option agreement between SVSE LLC and Yorkville. If the closing of the transactions contemplated by the Securities Purchase Agreement does not occur by January 15, 2025, Yorkville will have the right to terminate the Securities Purchase Agreement.

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