[8-K] Archer Aviation Inc. Reports Material Event

Rhea-AI Filing Summary

Artelo Biosciences, Inc. (ARTL) filed an 8-K on 11 July 2025 announcing two key items:

• Reverse stock split: A previously disclosed 1-for-6 reverse split became effective on 13 June 2025. Outstanding shares shrank from 3.28 million to roughly 546,667. Authorized common shares fell from 50 million to 8.33 million and authorized preferred shares from 416,667 to 69,444. Par value remains $0.001.
• Preliminary mid-year financial update (unaudited): Management estimates cash, cash equivalents and short-term investments of $2.1 million as of 30 June 2025. Working capital is expected to range between $(1.2) million and $(1.5) million.

The company reiterates a substantial-doubt going-concern warning first disclosed in its March 31 2025 10-Q (Note 1). MaloneBailey, LLP has not reviewed or audited the new estimates.

To reflect the share reclassification, Artelo is republishing audited FY 2023-2024 financial statements (Exhibit 99.1) and unaudited Q1 2025 financials (Exhibit 99.2).

While the reverse split may assist with Nasdaq listing compliance, the limited liquidity and negative working capital underline the firm’s challenged financial position.

Positive

• Reverse stock split completed, potentially safeguarding Nasdaq listing by increasing the per-share price.
• Authorized share reduction aligns with lower outstanding shares, limiting future dilution risk.
• Restated audited and interim financials improve transparency and comparability post-split.

Negative

• Working capital deficit of $(1.2)-$(1.5) million projected as of 30 June 2025.
• Substantial doubt about going concern status remains unresolved.
• Limited cash balance of $2.1 million signals a short operating runway and likely need for additional financing.

Insights

Senior Equity Analyst

TL;DR—Reverse split completed; cash slim, working capital negative; going-concern risk persists.

The 1-for-6 split reduces share count by roughly 83 %, a typical tactic to lift per-share price for Nasdaq compliance. However, such corporate actions often signal distress rather than strength. Preliminary figures show only $2.1 million in cash against a working-capital deficit that could reach $1.5 million, implying a short runway for R&D programs. Management’s continued going-concern warning confirms capital-raising needs in the near term, which could dilute shareholders despite the lower float. Republishing restated financials is procedurally sound but does not alter underlying fundamentals. Overall, the filing is modestly negative for equity holders because it underscores liquidity pressure without providing a concrete remediation plan.

Corporate Governance Specialist

TL;DR—Structural clean-up aids disclosure; financial risk remains high.

The board’s decision to cut authorized shares proportionally with the reverse split limits future dilution capacity and improves cap-table transparency, a shareholder-friendly governance move. Publishing updated historical statements post-split enhances comparability and meets SEC best practices. Nevertheless, persistent going-concern language and unaudited negative working capital overshadow governance positives. Investors should monitor forthcoming capital-raising actions and compliance with Nasdaq’s minimum-bid rules.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: July 7, 2025

Archer Aviation Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39668

85-2730902

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

190 West Tasman Drive
San Jose, CA						95134
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: 650-272-3233

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

ACHR

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

ACHR WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mark Mesler has stepped down from his role as Chief Financial Officer of Archer Aviation Inc (the “Company”) effective July 7, 2025. Mr. Mesler has been on medical leave since September, 2024. Priya Gupta has served as Archer’s Chief Financial Officer and acting principal financial officer during his leave. Ms. Gupta will continue to serve in her same capacity and Mr. Harsh Rungta will continue to serve as the Company’s Senior Vice President, Finance and Chief Accounting Officer and principal accounting officer.

In connection with the foregoing, the Company entered into a transition agreement (the “Transition Agreement”) with Mr. Mesler. Pursuant to the Transition Agreement, Mr. Mesler will receive a one-time cash payment equal to nine months of his base salary plus three months of his target annual bonus and accelerated vesting of certain of his outstanding time-based restricted stock units scheduled to vest over the same period. The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ARCHER AVIATION INC.
Date: July 11, 2025			By:			/s/ Eric Lentell
			Name:			Eric Lentell
			Title:			General Counsel

FAQ

Why did Artelo Biosciences (ARTL) execute a 1-for-6 reverse stock split?

The split, effective 13 June 2025, reduced outstanding shares to about 546,667 and is expected to help maintain Nasdaq listing compliance.

How many shares are now authorized and outstanding after the ARTL reverse split?

Authorized common shares are 8.33 million; outstanding common shares are approximately 546,667.

What is Artelo Biosciences’ cash position as of 30 June 2025?

Management preliminarily estimates cash, cash equivalents and short-term investments at $2.1 million.

Does Artelo Biosciences still face a going-concern risk?

Yes. The company states substantial doubt about its ability to continue as a going concern, citing negative working capital.