Aptera Motors Announces a Warrant Inducement Transaction for $6.3 Million in Gross Proceeds

Rhea-AI Summary

Aptera Motors (NASDAQ: SEV) announced a warrant inducement transaction that will generate approximately $6.3 million in gross proceeds from immediate warrant exercises, with aggregate recent warrant proceeds totaling about $8.1 million.

The company will issue new unregistered warrants to purchase up to 4,751,250 Class B shares at an exercise price of $3.50 per share, immediately exercisable and expiring in five years. Closing is expected on or about March 13, 2026. Proceeds are intended for working capital and validation vehicle manufacturing and testing.

Positive

• $6.3M gross proceeds from immediate warrant exercises
• Aggregate gross proceeds of approximately $8.1M
• New warrants cover 4,751,250 shares at exercise price
• Proceeds earmarked for working capital and vehicle validation

Negative

• Potential dilution from up to 4,751,250 new warrant shares
• Gross proceeds stated before advisor fees and transaction expenses
• New warrants and shares are unregistered (private placement)

Key Figures

Existing warrants exercised: 3,167,500 shares Gross proceeds: $6.3 million New warrants issued: 4,751,250 warrants +5 more

8 metrics

Existing warrants exercised 3,167,500 shares Immediate exercise of January 2026 warrants for Class B Common Stock

Gross proceeds $6.3 million Gross cash proceeds from immediate warrant exercises before fees

New warrants issued 4,751,250 warrants New unregistered warrants for Class B Common Stock as inducement

New warrant exercise price $3.50 per share Exercise price of New Warrants, immediately exercisable

New warrant term 5 years Expiration of New Warrants from date of issuance

Transaction closing date March 13, 2026 Expected closing date subject to customary conditions

Aggregate recent proceeds $8.1 million Aggregate gross cash from this and other recent warrant exercises

Advisory role A.G.P./Alliance Global Partners Exclusive financial advisor on warrant inducement transaction

Market Reality Check

Price: $2.75 Vol: Volume 1,558,712 is 2.52x...

high vol

$2.75 Last Close

Volume Volume 1,558,712 is 2.52x the 20-day average of 618,457, indicating elevated trading interest ahead of the warrant news. high

Technical Shares trade at the 52-week low of $3.43, down 84.71% from the $22.43 52-week high, yet remain above the $2.29 200-day MA.

Historical Context

5 past events · Latest: Mar 03 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 03	Manufacturing milestone	Positive	-12.4%	First vehicle completed from validation assembly line toward certification and deliveries.
Feb 04	FTZ designation	Positive	+1.3%	Carlsbad facility gains Foreign-Trade Zone status improving duty and logistics efficiency.
Jan 26	Offering closed	Negative	-3.0%	Closing of $9M public offering with immediately exercisable five-year warrants.
Jan 23	Offering priced	Negative	-37.8%	Pricing of $9M public offering at $2.00 per share plus warrant package.
Jan 08	Leadership change	Positive	+5.6%	Appointment of industry veteran Tony Kirton as Chairman to support commercialization.

Pattern Detected

Capital-raising events, particularly offerings and warrant-related financings, have generally coincided with negative price reactions, while operational milestones and governance changes have more often seen positive or mixed responses.

Recent Company History

Over recent months, Aptera has balanced capital raising with operational progress. In January 2026, public offerings and warrant structures were used to fund manufacturing readiness, coinciding with notable share price declines. A board leadership change on Jan 8 and an FTZ designation on Feb 4 supported the move toward scaled production and saw more constructive price responses. The Mar 3 validation line milestone drew a negative reaction, highlighting market sensitivity to funding and dilution risks surrounding Aptera’s pre-revenue growth plans.

Market Pulse Summary

This announcement adds further near-term funding, with gross proceeds of about $6.3 million from war...

Analysis

This announcement adds further near-term funding, with gross proceeds of about $6.3 million from warrant exercises and $8.1 million including recent activity, supporting working capital and validation manufacturing. It follows earlier offerings that also targeted production readiness. Investors may track how efficiently this capital translates into certification milestones, manufacturing scale-up, and eventual revenue generation, while monitoring additional financing steps and any changes in governance or regulatory disclosures.

Key Terms

warrants, exercise price, private placement, section 4(a)(2), +2 more

6 terms

warrants financial

"announced the immediate exercise of warrants, previously issued in January 2026, to purchase"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The New Warrants will have an exercise price of $3.50 per share, are immediately"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

private placement financial

"are being offered in a private placement under Section 4(a)(2) of the Securities Act"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

section 4(a)(2) regulatory

"a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and/or Regulation D promulgated thereunder, and have not been registered under"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"The Company has agreed to file a registration statement with the SEC covering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

CARLSBAD, Calif., March 12, 2026 (GLOBE NEWSWIRE) -- Aptera Motors Corp. (NASDAQ: SEV) (the “Company” or “Aptera”), a solar mobility company advancing ultra-efficient transportation, today announced the immediate exercise of warrants, previously issued in January 2026, to purchase up to 3,167,500 shares of its Class B Common Stock pursuant to their existing terms for gross cash proceeds of approximately $6.3 million before deducting financial advisor fees and other transaction expenses.

In consideration for the immediate cash exercise of the existing warrants, the Company has agreed to issue new, unregistered warrants to purchase up to 4,751,250 shares of Class B Common Stock (the “New Warrants”). The New Warrants will have an exercise price of $3.50 per share, are immediately exercisable and will expire five years from the date of issuance. The closing of this transaction is expected to occur on or about March 13, 2026, subject to the satisfaction of customary closing conditions.

Combined with additional recent warrant exercises, the Company has received aggregate gross cash proceeds of approximately $8.1 million.

A.G.P./Alliance Global Partners is acting as the exclusive financial advisor to the Company in connection with the transaction.

The Company intends to use the net proceeds from the transaction for working capital, general corporate purposes, and the continued advancement of its validation vehicle manufacturing and testing phases.

The New Warrants and the shares of Class B Common Stock issuable upon exercise of the New Warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the New Warrants and the underlying shares of Class B Common Stock may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of Class B Common Stock issuable upon exercise of the New Warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Aptera Motors

Aptera Motors Corp. (NASDAQ: SEV) is a solar mobility company driven by a mission to advance the future of efficient transportation. Its flagship vehicle is conceived to be a paradigm-shifting solar electric vehicle that leverages breakthroughs in aerodynamics, material science, and solar technology to pursue new levels of efficiency. As a public benefit corporation, Aptera is committed to building a sustainable business that positively impacts its stakeholders and the environment. Aptera is headquartered in Carlsbad, California.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the satisfaction of customary closing conditions related to the offering and uncertainties related to the closing and use of proceeds from the offering. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements.

Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Aptera’s control. Aptera’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in Aptera’s Registration Statement on Form S-1 filed with the SEC on January 9, 2026, as amended on January 20, 2026, as well as other documents that may be filed by Aptera from time to time with the SEC. The forward-looking statements included in this press release represent Aptera’s views as of the date of this press release. Aptera anticipates that subsequent events and developments will cause its views to change. Aptera undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Aptera’s views as of any date subsequent to the date of this press release.

Media Contact:

Media@aptera.us

Investor Relations:

Aptera Motors Corp.
ir@aptera.us

FAQ

How much did Aptera (SEV) raise from the March 12, 2026 warrant inducement?

Aptera raised approximately $6.3 million from immediate warrant exercises. According to the company, combined with other recent exercises the aggregate gross proceeds are about $8.1 million.

What are the terms of the new warrants Aptera (SEV) issued March 2026?

The New Warrants allow purchase of up to 4,751,250 Class B shares at $3.50 per share, immediately exercisable and expiring five years from issuance. According to the company, they are unregistered private-placement warrants.

When will the Aptera (SEV) warrant inducement transaction close?

The company expects the transaction to close on or about March 13, 2026, subject to customary closing conditions. According to the company, closing timing depends on satisfying those customary conditions.

How does the Aptera (SEV) company plan to use the proceeds from the warrant exercise?

Aptera intends to use net proceeds for working capital, general corporate purposes, and advancing validation vehicle manufacturing and testing. According to the company, proceeds will support near-term operational needs.

Will Aptera (SEV) register the shares issuable upon exercise of the new warrants?

The company agreed to file a registration statement covering resale of shares issuable upon exercise of the New Warrants. According to the company, the warrants and underlying shares are currently unregistered private-placement securities.

What shareholder impact should investors expect from Aptera's (SEV) March 2026 warrant issuance?

Investors should expect potential dilution if New Warrants are exercised for up to 4,751,250 shares. According to the company, exercise would increase outstanding shares subject to registration and resale terms.