EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

Sono Group N.V. pro forma condensed consolidated Balance Sheet and Statement of Income as of and for the three months ended March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

2

 

TABLE OF CONTENTS

 

Proforma Preliminary Condensed Consolidated Statements of Income (Loss) 3
Proforma Preliminary Condensed Consolidated Balance Sheets 4
A.   New Issuance of $5 Million Debenture Adjustment 5
B.   Conversion of all existing debt to preferred equity 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Proforma Condensed Consolidated Statements of Income (Loss)

 

  Three months ended March 31, 2025
(unaudited)		 Pro Forma Adjustments

Pro Forma Combined

Following Recapitalization

  mUSD 5 New Convertible Debenture
(A)		 Debt to Equity Conversion Adjustments
(B)
  kEUR kEUR kEUR kEUR
Revenue

 

 

26

 

  -  -                26
Cost of goods sold 20  -  - 20
Gross profit 6 - - 6
Cost of development expenses (440)  -  - (440)
Selling and distribution expenses (240)  -  - (240)
General and administrative expenses (1,135)  -  - (1,135)
Gain/(loss) on deconsolidation/reconsolidation -  -  - -
Other operating income / (exp) 3     3
Operating Income/(Loss) (1,806) - - (1,806)
Income/(expense) from changes in fair value of convertible debt carried at Fair value 10,331 - - 10,331
Loss of foreign currency translation 312 - - 312
Income/(Loss) before tax 8,837 - - 8,837
Taxes on income - - - -
Deferred taxes on expense - - - -
Income/(Loss) for the period 8,837 - - 8,837

 

 

 

 

 

4

 

Proforma Preliminary Condensed Consolidated Balance Sheets

 

  March 31,
2025
Unaudited		 Pro Forma Adjustments Pro Forma Combined following Recapitalization
 

mUSD 5 New Convertible Debenture

(A)

Debt to Equity Conversion Adjustments

(B)
  kEUR kEUR kEUR kEUR
         
ASSETS        
Noncurrent assets        
Property, plant and equipment 121 - -            121
Right-of-use assets 617 - -            617
Other financial assets 541 - -                    541
  1,279 - - 1,279           
Current assets        
Inventory 348 - -     348   
Other financial assets 103 - - 103
Other non-financial assets - - - -
Cash 801 462+2,387(A) - 3,650       
  1,252 2,849 - 4,101      
Total assets 2,531 2,849 -       5,380
         
EQUITY AND LIABILITIES        
Equity        
Subscribed capital (ordinary & high voting) 48(D) - - 48        
Capital and other reserves 298,699 - 37,807B)        336,506
Accumulated deficit (312,591) (19,653)(C) -      (332,244)
 Total Equity (13,844) (19,653) 37,807 4,310(E)
         
Current Liabilities        
Lease Liability (Current 126k LT 491k) 617 - -            617
Taxes payable - - - -
 Subtotal 617 - -        617
         
         
Financial liabilities 15,305   19,653(C)+2,849(A) (37,807)(B) -
Trade and other payables 451 - -          451
Other liabilities 2 - -           2
  16,375 22,502 (37,807) 1,070        
Total equity and liabilities 3,031 2,849 - 5,380       

 

        

 

 

5

 

A.New Issuance of $5 Million Debenture Adjustment

 

As part of its strategic financial restructuring, Sono Group N.V. has entered into a Securities Purchase Agreement with Yorkville to issue a new secured convertible debenture with a principal amount of $5.0 million, subject to Nasdaq approving the Company’s requested uplisting to Nasdaq Capital Markets. Yorkville had advanced $2.0 million (1.9M Euros) of the $5.0 million as of 3/31/25, an additional $500k (462k Euros) was received on 4/24/25 with $2.5 million (2.387M Euros) still subject to Nasdaq Approval. In the cash section it reflects 462k Euros plus 2.387M Euros totaling 2.849M left as the company received $2M already as advances in Q1 2025 already reflected in the 3/31/25 balance sheet.

 

B.Conversion of all existing debt to preferred equity

 

Sono Group N.V. signed an Exchange Agreement with Yorkville to convert the newly issued debenture, along with all other existing outstanding convertible debentures, into preferred equity. The total debt being exchanged amounts to approximately €37.8 million, including the €32.7 million of previously issued convertible debentures and the €5.0 million new debentures. Under the agreement, this notes payable will be converted into 1,242 newly issued preferred shares, each with a nominal value of €300. These shares are convertible into 30,000 ordinary shares post-implementation of the reverse stock split.

 

C.Changes to the fair value in Convertible Notes Payable

 

The income from changes in fair value of convertible notes payable carried at Fair value of 19,653 is reversed as part of the exchange agreement when the actual value of the total convertible notes payable plus accrued interest is all converted to preferred equity.

 

D.Change in Subscribed Capital

 

Change in subscribed capital is due to reverse split of 75 to 1 along with change in nominal value of ordinary and high voting shares.

 

E.Net Equity Converted to US Dollars

 

Net Equity of 4.31M Euros is converted to $4.66M at an exchange rate as of the date as of 3/31/25 of 1.0815 from Euros to US Dollars.