Aptera Motors Announces Pricing of $6 Million Registered Direct Offering and Concurrent Private Placement

Net proceeds are intended to support vehicle validation and manufacturing readiness, including supplier engagements and long-lead tooling.

Rhea-AI Summary

Aptera Motors (Nasdaq: SEV) signed a securities purchase agreement with institutional investors for an offering expected to raise approximately $6 million. The registered direct offering covers 3,428,571 Class B common shares at $1.75 per share, alongside a concurrent private placement of unregistered warrants to purchase up to 3,428,571 additional Class B shares. The warrants carry a $2.05 exercise price, become exercisable on or after stockholder approval, and run for five and one half years from the initial exercise date.

Expected gross proceeds exclude placement agent fees and estimated offering expenses. Aptera intends to use net proceeds for general corporate purposes, product validation and manufacturing readiness, including testing, production planning, supplier engagements and long-lead tooling. Closing is expected on or about November 11, 2026, subject to customary closing conditions.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.The offerings are expected to raise approximately $6 million in gross proceeds from institutional investors. 6.4% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Aptera plans to fund product validation and manufacturing readiness, including testing, supplier engagements and long-lead tooling.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Issuance of 3,428,571 Class B shares at $1.75 each dilutes existing shareholders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Warrants for up to 3,428,571 Class B shares at $2.05 each create potential additional dilution.
• Minor pointWarrant exercise requires stockholder approval before investors can exercise.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and estimated offering expenses will reduce net proceeds.

News Explained

Aptera has agreed to file a resale registration statement for any shares issued on warrant exercise.

The priced offering is still awaiting its expected, conditional closing; if issued, its 3,428,571 direct shares would reduce existing holders’ percentage ownership, and warrant exercise after stockholder approval could add up to 3,428,571 shares.

Aptera has also agreed to file an SEC registration statement covering resale of shares issuable on the warrants.

Argus 15 min delay 13 alerts

-29.39% vs previous close $1.61 last price 15.4x rel. volume Open Argus

Details

Market move: SEV -29.39% vs previous close. $6 million direct offering

+1.8% Peak in 3 min

$1.58 – $2.30 Day Range

$65.90M Mkt Cap at Last Price

On Nov 10, the day this news came out, the latest delayed price for SEV is 29.39% below the previous close. Argus tracked a peak move of +1.8% during the session. Our momentum scanner has recorded 13 alerts for this stock so far that day. The latest delayed price is $1.61. Relative volume is exceptionally heavy at 15.4x what this stock usually trades by this time of day.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Shares offered: 3,428,571 shares Offering price: $1.75 per share Warrants: Up to 3,428,571 shares +4 more

Shares offered

3,428,571 shares

Class B common stock in the registered direct offering

Offering price

$1.75 per share

Registered direct offering

Warrants

Up to 3,428,571 shares

Aggregate shares underlying warrants issued in the concurrent private placement

Warrant exercise price

$2.05 per share

Warrants exercisable on or after stockholder approval

Warrant term

Five and one half years

From the initial exercise date

Expected gross proceeds

Approximately $6 million

Before placement agent fees and estimated offering expenses

Expected closing

On or about November 11, 2026

Subject to customary closing conditions

Historical Context

2 past events · Latest: Oct 01

2 events

1. Oct 01

   Capital requirement reduction

   24h Move

   -18.3%

   Aptera lowered estimated capital needs for production, a funding requirement relevant to this manufacturing-focused offering.

2. Aug 20

   Production partnership

   24h Move

   +11.6%

   The Launch Design program covered tooling and production work, with Aptera planning to fund its share through capital and financing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, private placement, warrants, shelf registration statement, +2 more

6 terms

registered direct offering financial

"purchase and sale of 3,428,571 shares ... in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"in a concurrent private placement, the Company will issue"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrants financial

"unregistered warrants to purchase up to 3,428,571 shares"

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.

View in glossary

shelf registration statement regulatory

"offered under a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"a shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

regulation d regulatory

"and/or Regulation D promulgated thereunder."

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CARLSBAD, Calif., Nov. 10, 2026 (GLOBE NEWSWIRE) -- Aptera Motors Corp. (Nasdaq: SEV) (“Aptera” or the “Company”), a solar mobility company advancing ultra-efficient transportation, today announced that it has entered into a definitive securities purchase agreement with institutional investors for the purchase and sale of 3,428,571 shares of the Company’s Class B common stock at an offering price of $1.75 per share in a registered direct offering.

In addition, in a concurrent private placement, the Company will issue to the investors unregistered warrants to purchase up to 3,428,571 shares of Class B common stock in the aggregate. The warrants will have an exercise price of $2.05 per share, will be exercisable on or after stockholder approval, and will have a term of five and one half years from the initial exercise date.

The aggregate gross proceeds to the Company from the offerings are expected to be approximately $6 million before deducting placement agent fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings for general corporate purposes, ongoing product validation and manufacturing readiness activities, including vehicle validation testing, advancement of design-for-manufacturability and production planning efforts, initiation of production supplier engagements, and commencement of long-lead tooling in support of our production plans.

The closing of the registered direct offering and the concurrent private placement is expected to occur on or about November 11, 2026, subject to the satisfaction of customary closing conditions.

Ladenburg Thalmann & Co. Inc. is acting as lead placement agent for the offering. StoneX Financial Inc. is acting as co-placement agent.

The shares of Class B common stock are being offered under a shelf registration statement on Form S-3 (File No. 333-299238), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on October 9, 2026. The registered direct offering is being made only by means of a prospectus, including a prospectus supplement, that forms part of the effective registration statement and will be filed with the SEC. When available, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained on the SEC's website at http://www.sec.gov or by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019, or by email at prospectus@ladenburg.com, or StoneX Financial Inc., 230 Park Avenue, 32^nd Floor, New York, New York 10169, or by email at prospectus@stonex.com.

The warrants and the shares of Class B common stock underlying them 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. The warrants and underlying shares have not been registered under the Securities Act or applicable state securities laws. Accordingly, they may not be offered or sold in the United States except under an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and those state securities laws. 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 warrants.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described in it. There will be no sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.

About Aptera Motors Corp.

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. For more information, please visit www.aptera.us.

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. These include, but are not limited to, statements about: the completion, timing and size of the registered direct offering and the concurrent private placement; the satisfaction of customary closing conditions; the expected gross proceeds of the offering; the Company’s ability to obtain stockholder approval for the exercisability of the common warrants; and the filing and effectiveness of a resale registration statement.

These forward-looking statements 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,” “estimate,” “intend,” “may,” “will,” “could,” “plan,” “continue,” and variations or the negative of these terms and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond Aptera's control. These risks include, among others: risks and uncertainties related to market and other conditions, and to the satisfaction of customary closing conditions for the offerings; the risk that the Company does not obtain stockholder approval for the exercisability of the warrants, in which case the warrants will not become exercisable and the Company will not receive any proceeds from their exercise; the Company’s broad discretion over the use of the net proceeds from the offerings; and the other risks described in Aptera’s Annual Report on Form 10-K for the year ended December 31, 2025, the prospectus supplement relating to the registered direct offering, and its other filings with the SEC.

The forward-looking statements in this press release represent Aptera's views as of the date of this press release. Aptera undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing Aptera’s views as of any date after the date of this press release.

Investor Relations: Aptera Motors Corp. ir@aptera.us

Media Contact: media@aptera.us

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Aptera Motors raising, and what is the offering price?

Aptera expects approximately $6 million in gross proceeds from the offerings, before placement agent fees and estimated offering expenses. The registered direct offering comprises 3,428,571 Class B common shares at $1.75 per share, with warrants issued in a concurrent private placement.

What are the terms of Aptera Motors' private placement warrants?

The unregistered warrants cover up to 3,428,571 Class B common shares at an exercise price of $2.05 per share. They become exercisable on or after stockholder approval and have a term of five and one half years from the initial exercise date.