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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 (Date of earliest event reported): July 10, 2026
APTERA
MOTORS CORP.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-42884 |
|
83-4079594 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
| 5818 El Camino
Real |
|
|
| Carlsbad, California |
|
92008 |
| (Address of Principal
Executive Offices) |
|
(Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (858) 371-3151
Not
Applicable
(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:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
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 B Common Stock, par
value $0.0001 per share |
|
SEV |
|
Nasdaq Capital Market |
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 ☒
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.
Item
1.01 Entry into a Material Definitive Agreement.
On
July 10, 2026, Aptera Motors Corp., a Delaware corporation (the “Company”), entered into a Warrant Inducement Agreement (the
“Inducement Agreement”) with holders (the “Holders”) of certain existing warrants (the “Existing Warrants”)
to purchase shares of Class B common stock, par value $0.0001 per share (the “Common Stock”), of the Company. Pursuant to
the Inducement Agreement, the Holders and the Company agreed that, subject to any applicable beneficial ownership limitations, that the
Holders would cash exercise (i) warrants to purchase up to 2,880,000 shares of our Common Stock at a reduced exercise price per
share of $2.07, previously issued in March 2026 (the “Existing Warrants”). The Company will receive aggregate gross proceeds
of approximately $5.96 million from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses
payable by the Company.
In
consideration of the Holders’ agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company
agreed to issue to the Holders new warrants (the “Inducement Warrants”) to purchase up to 4,320,000 shares of Common
Stock, which is equal to 150% of the number of shares of Common Stock issued upon exercise of the Existing Warrants (the “Inducement
Warrant Shares”).
The
Inducement Warrants will have an exercise price of $2.25 per share, will be exercisable on January 13, 2027 and will expire on January
13, 2032. The Company has agreed to file a registration statement by August 12, 2026 (the “Filing Date”), to register
the resale of the Inducement Warrant Shares (the “Resale Registration Statement”) and to use commercially reasonably efforts
to cause such registration statement to become effective within 60 days following the Filing Date.
The
Company engaged A.G.P./Alliance Global Partners (“A.G.P.”) to act as Financial Advisor in connection with the transactions
summarized above and will pay A.G.P. a fee equal to 6% of the gross proceeds raised in the transaction and reimburse A.G.P. for legal
expenses incurred in connection with the transaction not to exceed $25,000.
Pursuant
to the Inducement Agreement, during the period ending August 12, 2026, the Company may not (i) issue, enter into any agreement to issue,
or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents, or (ii) file any registration
statement or any amendment or supplement thereto, except for (a) any prospectus or prospectus supplements, or (b) a registration statement
on Form S-8 related to employee benefit plans. These restrictions are subject to customary exceptions for “Exempt Issuances.”
The
Existing Warrants and the underlying shares of Common Stock were registered pursuant to the Company’s Registration Statement on
Form S-1, as amended (File No. 333-294942), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), on April 16, 2026, which was declared effective on April 20, 2026.
The
foregoing descriptions of the Inducement Agreement and the Inducement Warrants do not purport to be complete and are qualified in their
entirety by reference to the full text of the forms of Inducement Agreement and Inducement Warrants, which are filed as Exhibits 10.1
and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act available under
Section 4(a)(2). The issuance of neither the Inducement Warrants nor the Inducement Warrant Shares have been registered under the Securities
Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act and any applicable state securities laws. The description of the Inducement Warrants under Item 1.01 of this Form
8-K is incorporated by reference herein.
Neither
this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities
of the Company.
Item
7.01 Regulation FD Disclosure.
On
July 13, 2026, the Company issued a press release announcing the closing of the warrant inducement transaction. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Inducement Warrant |
| 10.1 |
|
Form of Inducement Agreement |
| 99.1 |
|
Press Release, dated July 13, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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.
| |
Aptera Motors Corp. |
| |
|
|
| |
By: |
/s/ Chris Anthony |
| |
Name: |
Chris Anthony |
| |
Title: |
Co-Chief Executive Officer |
| |
|
|
| Date:
July 13, 2026 |
|
|
Exhibit
99.1
Aptera
Motors Announces Closing of Warrant Inducement Transaction for $5.96 Million in Gross Proceeds
CARLSBAD,
Calif. – July 13, 2026 – Aptera Motors Corp. (NASDAQ: SEV) (the “Company” or “Aptera”), a solar
mobility company advancing ultra-efficient transportation, today announced that it has closed the immediate exercise of warrants, previously
issued in March 2026, to purchase up to 2,880,000 shares of its Class B Common Stock at a reduced price of $2.07 per share for gross
cash proceeds of approximately $5.96 million before deducting financial advisor fees and other transaction expenses.
In
consideration for the immediate cash exercise of the existing warrants, the Company issued new, unregistered warrants to purchase up
to 4,320,000 shares of Class B Common Stock (the “New Warrants”). The New Warrants have an exercise price of $2.25 per share,
are exercisable beginning six months following their issuance, and will expire five and a half years from the date of issuance.
A.G.P./Alliance
Global Partners acted 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 were offered and sold
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 anticipated use of proceeds
from the transaction and the continued advancement of the Company’s validation vehicle manufacturing and testing phases. 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 Annual Report on Form 10-K filed on March 30, 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
