Aeva Technologies (Nasdaq: AEVA) prices $100M follow-on share sale
Rhea-AI Filing Summary
Aeva Technologies is conducting a follow-on public offering of 4,494,382 shares of common stock at $22.25 per share under an underwriting agreement led by Morgan Stanley. The company expects net proceeds of about $94.4 million, or $108.7 million if underwriters fully exercise a 30-day option to buy up to 674,157 additional shares. The offering is made under an automatically effective shelf registration statement on Form S-3 and is expected to close on June 5, 2026, subject to customary conditions. Aeva plans to use the proceeds for general corporate purposes, including supporting demand tied to AI infrastructure, Co-Packaged Optics and existing applications.
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Insights
Aeva raises primary equity capital via a follow-on stock offering.
Aeva Technologies entered an underwriting agreement for a follow-on public offering of 4,494,382 common shares at $22.25 per share, with a 30-day underwriter option for up to 674,157 additional shares. This is a primary issuance, so cash goes to the company.
The company expects net proceeds of about $94.4M, or $108.7M if the option is fully exercised, after underwriting fees and expenses. The shares are issued off an automatically effective Form S-3 shelf filed on June 3, 2026, which streamlines the capital-raising process.
Aeva states it intends to use the proceeds for general corporate purposes, including meeting accelerating commercial interest in AI infrastructure and Co-Packaged Optics and supporting growing demand for existing applications. Actual impact on the business and on existing shareholders will depend on how efficiently this new capital is deployed.
8-K Event Classification
Key Figures
Key Terms
Underwriting Agreement financial
follow-on public offering financial
shelf registration statement on Form S-3 regulatory
preliminary prospectus supplement regulatory
Co-Packaged Optics (CPO) technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2026, Aeva Technologies, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, acting as representative of the underwriters named in the Underwriting Agreement (the “Underwriters”), relating to the offer and sale of 4,494,382 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $22.25 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 674,157 shares at the public offering price.
The Company expects to receive net proceeds from the Offering of approximately $94.4 million, or approximately $108.7 million if the Underwriters exercise in full their option to purchase additional shares, after deducting underwriting discounts and commissions and estimated transaction expenses. The Offering is expected to close on June 5, 2026, subject to the satisfaction of customary closing conditions.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3, filed with the Securities and Exchange Commission (“SEC”) on June 3, 2026, which became automatically effective upon filing (File No. 333-296469) and the base prospectus included therein (the “Registration Statement”), a preliminary prospectus supplement, dated June 3, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), and a final prospectus supplement, dated June 3, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
The legal opinion, including the related consent, of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP relating to the validity of the shares of the Common Stock in the Offering is filed as Exhibit 5.1 hereto.
Item 8.01 Other Events.
On June 3, 2026, the Company issued a press release to announce a proposed offering of $100.0 million of shares pursuant to the Registration Statement (the “Offering Press Release”). A copy of the Offering Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On June 3, 2026, the Company also issued a press release to announce that it had priced the Offering (the “Pricing Press Release”). A copy of the Pricing Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated June 3, 2026, by and between the Company and Morgan Stanley & Co. LLC. | |
| 5.1 | Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. | |
| 23.1 | Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in Exhibit 5.1). | |
| 99.1 | Press release issued by the Company, dated June 3, 2026. | |
| 99.2 | Press release issued by the Company, dated June 3, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within XBRL document) | |
SIGNATURES
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 thereunto duly authorized.
| Aeva Technologies, Inc. | ||||||
| Date: June 4, 2026 | By: | /s/ Saurabh Sinha | ||||
| Saurabh Sinha Chief Financial Officer | ||||||
Exhibit 99.1
Aeva Technologies, Inc. Launches Proposed Follow-On Offering
MOUNTAIN VIEW, Calif., June 3, 2026 – Aeva Technologies, Inc. (“Aeva” or the “Company”, Nasdaq: AEVA), a leader in next-generation sensing and perception systems, today announced the launch of a proposed follow-on public offering of $100,000,000 of shares of its common stock. The Company expects to grant the underwriters a 30-day option to purchase up to an additional $15,000,000 of shares of its common stock at the public offering price less the underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The Company expects to use the net proceeds from the offering for general corporate purposes, including to meet the accelerating commercial interest in AI infrastructure and Co-Packaged Optics (CPO) in addition to the growing demand for existing applications.
Morgan Stanley, Goldman Sachs & Co. LLC and Oppenheimer & Co. are acting as book-running managers for the offering.
The securities described above are being offered pursuant to an automatically effective shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2026. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. When available, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email to: prospectus@morganstanley.com, Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by email to: prospectus-ny@ny.email.gs.com or Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, telephone: 212-667-8055, or by email to: EquityProspectus@opco.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Aeva Technologies, Inc. (Nasdaq: AEVA)
Aeva’s mission is to bring the next wave of perception to a broad range of applications from automated driving, manufacturing automation and smart infrastructure, to robotics and consumer devices. Aeva is accelerating autonomy with its groundbreaking perception platform that integrates lidar-on-chip technology, system-on-chip processing, and perception algorithms onto silicon leveraging silicon photonics. Aeva 4D LiDAR sensors uniquely detect velocity and position simultaneously, allowing automated devices like vehicles and robots to make more intelligent and safe decisions.
Aeva, the Aeva logo, Aeva 4D LiDAR, Aeva Atlas, Aeries, Aeva Eve, Aeva Omni, Aeva CityOS, Aeva Ultra Resolution, Aeva CoreVision, and Aeva X1 are trademarks/registered trademarks of Aeva, Inc. All rights reserved. Third-party trademarks are the property of their respective owners.
Forward looking statements
Except for historical information, certain statements in this press release, including statements regarding the anticipated size, terms and completion of the proposed offering, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to risks, uncertainties and assumptions about Aeva and its business, including, without limitation, risks and uncertainties related to market conditions, the ability to complete the offering, the expected use of net proceeds from the offering and the satisfaction of the closing conditions related to the offering. Such forward-looking statements involve substantial risks and uncertainties that relate to future events and the actual results could differ significantly from those expressed or implied by the forward-looking statements. Any forward-looking statements are based on Aeva’s current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Aeva makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change, except as required by law. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Aeva’s business in general, please refer to the “Risk Factors” section in the preliminary prospectus supplement and in Aeva’s Annual Report on Form 10-K filed with the SEC on March 20, 2026.
Contacts
Media:
Michael Oldenburg
press@aeva.ai
Investors:
Andrew Fung
investors@aeva.ai
# # #
Exhibit 99.2
Aeva Technologies, Inc. Announces Pricing of Follow-On Offering
MOUNTAIN VIEW, Calif., June 3, 2026 – Aeva Technologies, Inc. (“Aeva” or the “Company”, Nasdaq: AEVA), a leader in next-generation sensing and perception systems, today announced the pricing of its follow-on public offering of 4,494,382 shares of its common stock, at a price to the public of $22.25 per share. Closing of the offering is expected to occur on June 5, 2026, subject to customary closing conditions. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 674,157 shares of its common stock at the public offering price, less the underwriting discounts and commissions. The Company expects to use the net proceeds from the offering for general corporate purposes, including to meet the accelerating commercial interest in AI infrastructure and Co-Packaged Optics (CPO) in addition to the growing demand for existing applications.
Morgan Stanley, Goldman Sachs & Co. LLC and Oppenheimer & Co. are acting as book-running managers for the offering.
The securities described above are being offered pursuant to an automatically effective shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2026. A preliminary prospectus supplement and accompanying prospectus and the final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and may be obtained, when available, by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email to: prospectus@morganstanley.com, Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by email to: prospectus-ny@ny.email.gs.com or Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, telephone: 212-667-8055, or by email to: EquityProspectus@opco.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Aeva Technologies, Inc.
Aeva’s mission is to bring the next wave of perception to a broad range of applications from automated driving, manufacturing automation and smart infrastructure, to robotics and consumer devices. Aeva is accelerating autonomy with its groundbreaking perception platform that integrates lidar-on-chip technology, system-on-chip processing, and perception algorithms onto silicon leveraging silicon photonics. Aeva 4D LiDAR sensors uniquely detect velocity and position simultaneously, allowing automated devices like vehicles and robots to make more intelligent and safe decisions.
Aeva, the Aeva logo, Aeva 4D LiDAR, Aeva Atlas, Aeries, Aeva Eve, Aeva Omni, Aeva CityOS, Aeva Ultra Resolution, Aeva CoreVision, and Aeva X1 are trademarks/registered trademarks of Aeva, Inc. All rights reserved. Third-party trademarks are the property of their respective owners.
Forward-Looking Statements
Except for historical information, certain statements in this press release, including statements regarding the completion of the offering are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to risks, uncertainties and assumptions about Aeva and its business, including, without limitation, the satisfaction of the closing conditions related to the offering, and the expected use of net proceeds from the offering. Such forward-looking statements involve substantial risks and uncertainties that relate to future events and the actual results could differ significantly from those expressed or implied by the forward-looking statements. Any forward-looking statements are based on Aeva’s current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Aeva makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change, except as required by law. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Aeva’s business in general, please refer to the “Risk Factors” section in the preliminary prospectus supplement and in Aeva’s Annual Report on Form 10-K filed with the SEC on March 20, 2026.
Contacts
Media:
Michael Oldenburg
press@aeva.ai
Investors:
Andrew Fung
investors@aeva.ai
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