Aptera Motors Announces Pricing of $9 Million Public Offering

Aptera Motors (NASDAQ: SEV) priced a public offering of 4,500,000 Class B common shares with common stock warrants at $2.00 per share and accompanying warrant, for expected gross proceeds of approximately $9 million.

Rhea-AI Summary

Aptera Motors (NASDAQ: SEV) priced a public offering of 4,500,000 Class B common shares with common stock warrants at $2.00 per share and accompanying warrant, for expected gross proceeds of approximately $9 million.

Warrants are exercisable immediately at $2.00 and expire five years from issuance; full exercise could provide up to an additional $9 million for total gross proceeds up to $18 million. The offering is expected to close on or about January 26, 2026 and is being placed by A.G.P./Alliance Global Partners.

Positive

• Gross offering size of $9 million
• Potential additional proceeds of $9 million if warrants exercised
• Warrants exercisable immediately with a five-year term
• Net proceeds earmarked for manufacturing readiness and validation

Negative

• Issuance of 4,500,000 shares increases potential shareholder dilution
• Offering price of $2.00 may pressure near-term share valuation
• Net proceeds reduced by placement agent fees and offering expenses

Argus Jan 23 session

-37.76% close to close Open Argus

Details

News Market Reaction – SEV

In the Jan 23 session, SEV declined 37.76%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -37.8% in the session following this news. A negative reaction despite the cash-ra...

Analysis

The stock dropped -37.8% in the session following this news. A negative reaction despite the cash-raising element fits the pattern of investors focusing on dilution and risk disclosures. The deal prices at $2.00 per share with warrants, as the stock traded at a 52-week low of $2.41 and showed elevated volume. Past Aptera headlines have usually produced smaller moves, so a pronounced decline around this offering would have marked a sharper reassessment of financing needs and balance-sheet pressure.

Key Figures

Shares in offering: 4,500,000 shares Warrants issued: 4,500,000 warrants Offering price: $2.00 per share and warrant +5 more

Shares in offering

4,500,000 shares

Class B common stock sold in public offering

Warrants issued

4,500,000 warrants

Common stock warrants accompanying each Class B share

Offering price

$2.00 per share and warrant

Public offering price for each share and accompanying warrant

Initial gross proceeds

Approximately $9 million

Gross proceeds before fees from share and warrant sale

Warrant exercise price

$2.00 per share

Exercise price for common stock warrants

Warrant term

Five years

Expiration timeline from issuance date

Additional gross proceeds

Up to approximately $9 million

If all offering warrants are exercised for cash

Total potential proceeds

Up to $18 million

Including offering and full warrant exercise

Historical Context

5 past events · Latest: Jan 08

5 events

1. Jan 08

   Board leadership change

   24h Move

   +0.9%

   Appointment of industry veteran Tony Kirton as Chairman of the Board.

2. Dec 09

   Investor conference

   24h Move

   +1.7%

   Participation in Northland Growth Conference with 1:1 and small-group meetings.

3. Dec 05

   EV conference appearance

   24h Move

   -6.2%

   Co-CEO presentation at A.G.P.’s virtual EV and transportation conference.

4. Nov 20

   Peer earnings report

   24h Move

   -3.3%

   Sono Group reported Q3 results with stronger balance sheet and Nasdaq uplisting.

5. Nov 17

   Q3 2025 earnings

   24h Move

   -1.2%

   Aptera reported third quarter 2025 financial results.

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

Key Terms

common stock warrants, exercise price, public offering, placement agent, +2 more

6 terms

common stock warrants financial

"common stock warrants to purchase up to 4,500,000 shares of Class B common"

Common stock warrants are tradable certificates that give the holder the right, but not the obligation, to buy a company’s common shares at a fixed price before a specified expiration date. They work like long-term options issued by the company and can provide cheaper, leveraged exposure to a stock’s potential upside; however, if holders use the warrants to buy shares, the total number of shares increases, which can dilute the value of existing shares.

exercise price financial

"The common stock warrants will have an exercise price of $2.00 per share,"

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.

public offering financial

"today announced the pricing of its public offering for the purchase and sale"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

placement agent financial

"A.G.P./Alliance Global Partners is acting as the sole placement agent for"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

registration statement on Form S-1 regulatory

"pursuant to the Company’s registration statement on Form S-1 (File No."

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"This offering is being made only by means of a prospectus forming"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

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

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CARLSBAD, Calif., Jan. 23, 2026 (GLOBE NEWSWIRE) -- Aptera Motors Corp. (NASDAQ: SEV) (“Aptera” or the “Company”) today announced the pricing of its public offering for the purchase and sale of 4,500,000 shares of its Class B common stock together with common stock warrants to purchase up to 4,500,000 shares of Class B common stock. The public offering price is $2.00 per share and accompanying warrant. The common stock warrants will have an exercise price of $2.00 per share, will be exercisable immediately, and will expire five years from the issuance date.

Gross proceeds from the offering are expected to be approximately $9 million, before deducting placement agent fees and other offering expenses. If all of the warrants issued in the offering are exercised for cash, the Company could receive additional gross proceeds of up to approximately $9 million, resulting in up to $18 million gross proceeds to the Company. All of the securities in the offering are being sold by the Company.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

The Company intends to use the net proceeds from the offering to support 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 planned start-of-production timing.

The offering is expected to close on or about January 26, 2026, subject to customary closing conditions.

The securities are being offered and sold pursuant to the Company’s registration statement on Form S-1 (File No. 333-292655) which was declared effective by the SEC on January 22, 2026. This offering is being made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. A final prospectus will be filed with the SEC and made available on its website at www.sec.gov and may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28^th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com 

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

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. 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, including but not limited to, statements regarding the satisfaction of customary closing conditions related to the offering and uncertainties related to the closing, the potential exercise of warrants issued in the offering, 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

FAQ

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

What did Aptera (SEV) announce on January 23, 2026 about a public offering?

Aptera priced an offering of 4,500,000 Class B shares with warrants at $2.00 per share and warrant, for expected gross proceeds of ~$9 million.

How much additional capital could Aptera (SEV) raise if all warrants are exercised?

If all warrants are exercised for cash at $2.00 each, Aptera could receive up to an additional ~$9 million, for total gross proceeds up to ~$18 million.

When is the Aptera (SEV) offering expected to close and who is the placement agent?

The offering is expected to close on or about January 26, 2026, with A.G.P./Alliance Global Partners acting as sole placement agent.

What will Aptera (SEV) use the net proceeds from the offering for?

Aptera intends to use net proceeds for general corporate purposes and for manufacturing readiness, including vehicle validation, production planning, supplier engagements, and long-lead tooling.

What are the key terms of the warrants issued in Aptera's (SEV) offering?

Each warrant has an exercise price of $2.00, is exercisable immediately, and expires five years from issuance.