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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): January 22, 2026
APTERA
MOTORS CORP.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-42884 |
|
83-4079594 |
(State or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
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
January 22, 2026, Aptera Motors Corp. (the “Company”) agreed to sell to investors, in a registered public offering
(the “Offering”) an aggregate of (i) 4,500,000 shares (the “Shares”) of Class B common stock of the Company,
par value $0.0001 per share (the “Common Stock”), and (ii) 4,500,000 common stock warrants (the “Common Warrants”)
to purchase up to an aggregate of 4,500,000 shares of Common Stock (the “Common Warrant Shares”) in a best efforts
public offering (the “Offering”) for aggregate gross proceeds of $9,000,000. Each Share is being sold together with
a Common Warrant to purchase one share of Common Stock at a combined public offering price of $2.00 per Share and accompanying Common
Warrant. The Common Warrants are exercisable immediately, have a term of five years and have an exercise price of $2.00 per share. Certain
of the investors purchased their Shares and Common Warrants pursuant to a securities purchase agreement dated January 22, 2026 by and
among the Company and such investors (the “Purchase Agreement”).
The
net proceeds to the Company from the Offering are expected to be approximately $8.2 million, after deducting placement agent fees and
expenses and other estimated offering expenses payable by the Company. The Company currently 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 satisfaction of customary closing conditions.
The
Shares, the Common Warrants and the Common Warrant Shares were offered by the Company pursuant to a Registration Statement on Form S-1,
as amended (including the prospectus forming a part of such Registration Statement), originally filed on January 9, 2026 with the Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”),
(File No. 333-292655), and declared effective by the SEC on January 22, 2026.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification
obligations of the Company and the investors party thereto, other obligations of the parties and termination provisions. Pursuant to
the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock and
securities convertible into shares of Common Stock during the 45-day period following the closing of the Offering subject to certain
exceptions. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any
securities convertible into or exercisable or exchangeable for shares of Common Stock involving a Variable Rate Transaction (as defined
in the Purchase Agreement) until 180 days following the closing of the Offering; provided that 45 days following the closing of the Offering,
the issuance of shares of Common Stock pursuant to the Share Purchase Agreement by and between the Company and New Circle Principal Investments
LLC on October 13, 2025 shall not be deemed a Variable Rate Transaction. The representations, warranties and covenants contained in the
Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties
to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The
Common Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained
therein in not available for, the issuance of shares of Common Stock underlying the respective Warrants to the holder. The Company is
prohibited from effecting an exercise of any Warrants to the extent that such exercise would result in the number of shares of Common
Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of
shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at
the holder’s election not to exceed 9.99%. In the event of certain fundamental transactions, holders of the Warrants will have
the right to receive the Black Scholes Value of their Warrants calculated pursuant to a formula set forth in the Warrants, payable either
in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock in such fundamental
transaction.
In
connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”),
dated January 22, 2026, with A.G.P./Alliance Global Partners (the “Placement Agent”) pursuant to which the Company
agreed to pay the Placement Agent a total cash fee equal to 7.0% of the aggregate gross proceeds of the Offering and to reimburse the
Placement Agent for (i) up to $10,000 for non-accountable expenses and (ii) up to $75,000 for the out-of-pocket accountable legal expenses
incurred by the Placement Agent in connection with the Offering. In addition, the Company issued to the Placement Agent warrants (the
“Placement Agent Warrants”) to purchase up to an aggregate of 135,000 shares of Common Stock (the “Placement
Agent Warrant Shares”) at an exercise price equal to $2.10 per share. The Placement Agent Warrants are exercisable immediately
and have a term of five years.
Neither
the offer and sale of the Placement Agent Warrants nor the offer and sale of the Placement Agent Warrant Shares are registered under
the Securities Act. The Placement Agent Warrants and the Placement Agent Warrant Shares were offered in reliance on the exemptions from
registration provided by Section 4(a)(2) under the Securities Act.
The
foregoing description of the material terms of the Purchase Agreement, the Placement Agency Agreement, the Common Warrants and the Placement
Agent Warrants is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, the
form of Placement Agency Agreement, the form of Common Warrant and the form of Placement Agent Warrant, copies of which are filed as
Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item
3.02 Unregistered Sales of Equity Securities.
To
the extent required by Item 3.02 of Form 8-K, the information regarding the Placement Agent Warrants and the Placement Agent Warrant
Shares contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On
January 23, 2026, the Company issued a press release announcing the pricing of the Offering. 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 Common Warrant |
| 4.2 |
|
Form of Placement Agent Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Placement Agency Agreement |
| 99.1 |
|
Press Release, dated January 23, 2026, announcing the pricing of the Offering |
| 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: January 26, 2026 |
|
|
