Sono Group N.V. pro forma condensed consolidated Balance Sheet and Statement of Income as of and for the nine months ended September 30, 2024
2
TABLE OF CONTENTS
| Proforma Condensed Consolidated Statements of Income (Loss) | 3 |
| Proforma 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)
| Nine months ended September 30, 2024 (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 | - | - | - | - |
| Cost of goods sold | - | - | - | - |
| Gross loss | - | - | - | - |
| Cost of development expenses | (1,075) | - | - | (1,075) |
| Selling and distribution expenses | (437) | - | - | (437) |
| General and administrative expenses | (4,331) | - | - | (4,331) |
| Other operating (expenses)/income | 67 | - | - | 67 |
| Gain/(loss) on deconsolidation/reconsolidation | 63,549 | - | - | 63,549 |
| Operating Income/(Loss) | 57,773 | - | - | 57,773 |
| Interest and similar income | 3,583 | - | - | 3,583 |
| Interest and similar expenses | (4,944) | (552) | - | (5,496) |
| Income/(Loss) before tax | 56,414 | (552) | - | 55,860 |
| Taxes on income | - | - | - | - |
| Deferred taxes on expense | - | - | - | - |
| Income/(Loss) for the period | 56,414 | (552) | - | 55,860 |
4
Proforma Condensed Consolidated Balance Sheets
| September 30, 2024 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 | 80 | - | - | 80 |
| Right-of-use assets | 985 | - | - | 985 |
| Other financial assets | 50 | - | - | 50 |
| 1,115 | - | - | 1,115 | |
| Current assets | ||||
| Work in progress | 178 | - | - | 178 |
| Other financial assets | - | - | - | - |
| Other non-financial assets | 424 | - | - | 424 |
| Cash and cash equivalents | 2,957 | 4,749 | - | 7,706 |
| 3,559 | - | - | 8,308 | |
| Total assets | 4,674 | 4,749 | - | 9,423 |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Subscribed capital | 10,844 | - | 36,990 | 47,834 |
| Capital and other reserves | 287,904 | - | - | 287,904 |
| Accumulated deficit | (327,924) | - | (552) | (328,476) |
| Total Equity | (29,176) | - | 36,438 | 7,262 |
| Noncurrent liabilities | ||||
| Financial liabilities | 938 | - | - | 938 |
| 938 | - | - | 938 | |
| Current liabilities | ||||
| Financial liabilities | 31,689 | 4,749 | (36,438) | - |
| Trade and other payables | 955 | - | - | 955 |
| Other liabilities | 268 | - | - | 268 |
| 32,912 | 4,749 | (36,438) | 1,223 | |
| Total equity and liabilities | 4,674 | 4,749 | - | 9,423 |
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 The Nasdaq Capital Market. The funding will be completed immediately prior to the uplisting.
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 $37.2 million, including the $32.2 million of previously issued convertible debentures and the $5.0 million new debenture, subject to Nasdaq approving the Company's requested uplisting to The Nasdaq Capital Market.
Under the agreement, this debt 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. The conversion will be completed immediately prior to the uplisting, and the resulting equity adjustment will be $37.2 million.