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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): November 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.
The
Offering
On
November 10, 2026, Aptera Motors Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain investors named therein (the “Purchasers”) pursuant to which the Company agreed to sell, in
a registered direct offering (the “Registered Direct Offering”), an aggregate of 3,428,571 shares (the “Shares”)
of its Class B common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $1.75 per share.
Pursuant
to the Purchase Agreement, in a concurrent private placement (the “Private Placement” and together with the Registered Direct
Offering, the “Offering”), the Company agreed to issue to the Purchasers warrants (the “Private Warrants”) exercisable
for up to an aggregate of 3,428,571 shares of Common Stock (the “Private Warrant Shares”).
The
Offering is expected to close on or about November 12, 2026, subject to the satisfaction of customary closing conditions.
The
net proceeds of the Offering, after deducting the placement agent’s fees and expenses and other estimated expenses payable by the
Company and excluding the net proceeds, if any, from the exercise of the Private Warrants, are expected to be approximately $5.5 million.
In
the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance
of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any
registration statement or prospectus, or any amendment or supplement thereto, from the date of the Purchase Agreement until 60 days after
the closing date 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 after the closing date of the Offering, subject to
certain exceptions, provided that, following the 60th day after the closing date of the Offering, the Company may sell shares of Common
Stock pursuant to its existing at the market offering program and its existing equity line of credit.
Pursuant
to the Purchase Agreement, from the date of the Purchase Agreement until the date that is one year after the closing date of the Offering,
upon any issuance or incurrence by the Company or any of its subsidiaries of Common Stock, Common Stock equivalents, preferred stock,
indebtedness or a combination thereof (a “Subsequent Financing”), the Purchasers will have the right to participate, in the
aggregate, in up to 50% of such Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing,
with such participation allocated among participating Purchasers on a pro rata basis if oversubscribed. The participation right is subject
to certain exceptions, including for exempt issuances (as defined in the Purchase Agreement) and for issuances pursuant to the Company’s
at-the-market offering program and equity line of credit.
Pursuant
to the Purchase Agreement, the Company agreed to seek approval of the issuance of the Private Warrants and the Private Warrant Shares
as required by applicable Nasdaq rules (the “Stockholder Approval”). On November 10, 2026, the Company obtained the Stockholder
Approval by written consent of the holders of a majority of the outstanding shares of the Company’s Class A common stock, as described
in Item 5.07 of this Current Report on Form 8-K.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the purchaser, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in
the Purchase Agreement were made only for the 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
Shares were offered pursuant to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-299238), including
a prospectus contained therein dated October 9, 2026, as supplemented by a prospectus supplement, dated as of November 10, 2026, relating
to the Registered Direct Offering.
The
form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the
Purchase Agreement is subject to, and qualified in its entirety by, the form of such document, which is incorporated herein by reference.
Terms
of the Private Warrants
Each
Private Warrant is exercisable for one share of Common Stock at an exercise price of $2.05 per share. The Company received the Stockholder
Approval on November 10, 2026 (the “Stockholder Approval Date”). Accordingly, the Private Warrants will be exercisable
immediately upon issuance, and will expire five and one-half years from the initial exercise date. Pursuant to the terms of the
Purchase Agreement, the Company agreed, as soon as practicable and in any event within 60 calendar days of the date of the Purchase Agreement,
to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale
by the holders of the Private Warrant Shares, to use commercially reasonable efforts to cause such registration statement to become effective
within 90 days following the closing date of the Offering (or within 120 days following the closing date in case of “full review”
of such registration statement by the Securities and Exchange Commission) and to keep such registration statement effective at all times
until no Purchaser owns any Private Warrants or Private Warrant Shares or such shares may be sold without restriction pursuant to Rule
144, subject to customary suspension periods.
Neither
the issuance of the Private Warrants nor the Private Warrant Shares was registered under the Securities Act. The Private Warrants were
offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder. The
Private Warrants may only be exercised on a cashless basis if there is no effective registration statement registering, or the prospectus
contained therein is not available for, the resale of shares of Common Stock underlying the Private Warrants by the holder. The Company
is prohibited from effecting an exercise of any Private 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, at the election of the holder, 9.99%) 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%, with any increase effective 61 days after notice to the Company. In
the event of certain fundamental transactions, the holder of the Private Warrants will have the right to receive the Black Scholes Value
calculated pursuant to a formula set forth in the Private Warrants, payable in cash or, if the fundamental transaction is not within
the Company’s control, in the form of consideration as described in the Private Warrants.
The
form of Private Warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Private
Warrants is subject to, and qualified in its entirety by, the form of such document, which is incorporated herein by reference.
Placement
Agent Compensation
Pursuant
to a Placement Agency Agreement, dated November 10, 2026 (the “Placement Agency Agreement”), by and between the Company
and Ladenburg Thalmann & Co. Inc. (the “Placement Agent”), the Placement Agent agreed to act as the lead placement
agent, on a reasonable best efforts basis, in connection with the Offering. The Company agreed to pay the Placement Agent a cash fee
equal to 7.0% of the gross proceeds received in the Offering. The Company also agreed to reimburse the Placement Agent for its
reasonable and documented out-of-pocket expenses up to $65,000 in the aggregate. The Placement Agency Agreement contains customary
representations, warranties and covenants of the Company and customary conditions to closing, and the Company has agreed to
indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act.
Also
pursuant to the Placement Agency Agreement, the Company, in connection with the Offering, agreed to issue the Placement Agent or its
designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 102,857 shares of Common Stock (the
“Placement Agent Warrant Shares”). The Placement Agent Warrants will have substantially the same terms as the Private Warrants
described above, except that the Placement Agent Warrants will have an exercise price of $2.1875 per share and will expire five years from the commencement of sales in the Offering. The Company has agreed to include
the Placement Agent Warrant Shares in the resale registration statement covering the Private Warrant Shares.
The
forms of Placement Agent Warrant and Placement Agency Agreement are filed as Exhibits 4.2 and 10.2, respectively, to this Current Report
on Form 8-K. The foregoing summaries of the terms of the Placement Agent Warrants and the Placement Agency Agreement are subject to,
and qualified in their entirety by, the forms of such documents, which are incorporated herein by reference.
The
opinion of Lowenstein Sandler LLP regarding the validity of the Shares issued in the Registered Direct Offering is attached as Exhibit
5.1 hereto.
This
Current Report on Form 8-K does 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 the registration
or qualification under the securities laws of any such state or jurisdiction.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 above with respect to the Private Warrants, the Private Warrant Shares, the Placement Agent Warrants
and the Placement Agent Warrant Shares is incorporated herein by reference to this Item 3.02.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
November 10, 2026, the holders of a majority of the outstanding shares of the Company’s Class A common stock, par value $0.0001
per share (the “Class A Common Stock”), which is the only class of the Company’s capital stock entitled to vote on
the matters described below, acted by written consent in lieu of a meeting pursuant to Section 228 of the General Corporation Law of
the State of Delaware (the “DGCL”) to approve, for purposes of Nasdaq Listing Rule 5635(d): (i) the issuance of the securities
issued and issuable in the Offering, including the Shares, the Private Warrants, the Private Warrant Shares, the Placement Agent Warrants
and the Placement Agent Warrant Shares; and (ii) the ratification and approval of the Company’s July 2026 warrant inducement transaction,
pursuant to which holders of warrants issued by the Company on March 13, 2026 exercised such warrants for an aggregate of 2,767,500 shares
of Common Stock at a reduced exercise price of $2.07 per share and the Company issued to such holders new unregistered warrants to purchase
up to an aggregate of 4,151,250 shares of Common Stock at an exercise price of $2.25 per share, in each case whether considered alone
or aggregated with the Offering. The written consent was executed by the holders of 10,000,000 shares of Class A Common Stock, representing
approximately 83.5% of the outstanding shares of Class A Common Stock as of November 9, 2026, the record date fixed by the Company’s
Board of Directors for the action.
Item
7.01. Regulation FD Disclosure.
On
November 10, 2026, the Company issued a press release announcing the Offering. A copy of this press release is attached as Exhibit 99.1
hereto.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements other than historical
facts, statements related to the amount of proceeds expected from the Offering, the expected closing conditions related to the Offering,
and the intended use of proceeds. The words “anticipate,” “believe,” “continue,” “estimate,”
“expect,” “intend,” “may,” “will,” “plan,” and similar expressions are intended
to identify forward-looking statements. The risks and uncertainties involved include the Company’s financial position, market conditions
and other risks detailed from time to time in the Company’s periodic reports and other filings with the Commission. You are cautioned
not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions
and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking
statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 4.1 |
|
Form of Private Warrant |
| |
|
|
| 4.2 |
|
Form of Placement Agent Warrant |
| |
|
|
| 5.1 |
|
Opinion of Lowenstein Sandler LLP |
| |
|
|
| 10.1 |
|
Form of Purchase Agreement |
| |
|
|
| 10.2 |
|
Placement Agency Agreement, dated November 10, 2026, by and between the Company and Ladenburg Thalmann & Co. Inc. |
| |
|
|
| 23.1 |
|
Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1) |
| |
|
|
| 99.1 |
|
Press Release dated November 10, 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/
Tom DaPolito |
| |
Name:
|
Tom
DaPolito |
| |
Title: |
Interim
Chief Financial Officer |
| |
|
|
| Date:
November 10, 2026 |
|
|
Exhibit
99.1
Aptera
Motors Announces Pricing of $6 Million Registered Direct Offering and Concurrent Private Placement
CARLSBAD,
Calif., November 10, 2026 (GLOBE NEWSWIRE) — Aptera Motors Corp. (Nasdaq: SEV) (“Aptera” or the “Company”),
a solar mobility company advancing ultra-efficient transportation, today announced that it has entered into a definitive securities purchase
agreement with institutional investors for the purchase and sale of 3,428,571 shares of the Company’s Class B common stock at an
offering price of $1.75 per share in a registered direct offering.
In
addition, in a concurrent private placement, the Company will issue to the investors unregistered warrants to purchase up to 3,428,571
shares of Class B common stock in the aggregate. The warrants will have an exercise price of $2.05 per share, will be exercisable on
or after stockholder approval, and will have a term of five and one half years from the initial exercise date.
The
aggregate gross proceeds to the Company from the offerings are expected to be approximately $6 million before deducting placement agent
fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings for 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 our production plans.
The
closing of the registered direct offering and the concurrent private placement is expected to occur on or about November 11, 2026, subject
to the satisfaction of customary closing conditions.
Ladenburg
Thalmann & Co. Inc. is acting as lead placement agent for the offering. StoneX Financial Inc. is acting as co-placement agent.
The
shares of Class B common stock are being offered under a shelf registration statement on Form S-3 (File No. 333-299238), which was declared
effective by the United States Securities and Exchange Commission (“SEC”) on October 9, 2026. The registered direct offering
is being made only by means of a prospectus, including a prospectus supplement, that forms part of the effective registration statement
and will be filed with the SEC. When available, electronic copies of the final prospectus supplement and the accompanying prospectus
may be obtained on the SEC’s website at http://www.sec.gov or by contacting Ladenburg Thalmann & Co. Inc., Prospectus
Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019, or by email at prospectus@ladenburg.com, or StoneX Financial
Inc., 230 Park Avenue, 32nd Floor, New York, New York 10169, or by email at prospectus@stonex.com.
The
warrants and the shares of Class B common stock underlying them are being offered 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. The warrants and underlying
shares have not been registered under the Securities Act or applicable state securities laws. Accordingly, they may not be offered or
sold in the United States except under an effective registration statement or an applicable exemption from the registration requirements
of the Securities Act and those state securities laws. 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 warrants.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described in it. There
will be no sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful
before registration or qualification under the securities laws of that state or jurisdiction.
About
Aptera Motors Corp.
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. These include, but are not limited to, statements about: the completion, timing and
size of the registered direct offering and the concurrent private placement; the satisfaction of customary closing conditions; the expected
gross proceeds of the offering; the Company’s ability to obtain stockholder approval for the exercisability of the common warrants;
and the filing and effectiveness of a resale registration statement.
These
forward-looking statements 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,” “estimate,”
“intend,” “may,” “will,” “could,” “plan,” “continue,” and variations
or the negative of these terms and similar expressions are intended to identify forward-looking statements.
Forward-looking
statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond Aptera’s control.
These risks include, among others: risks and uncertainties related to market and other conditions, and to the satisfaction of customary
closing conditions for the offerings; the risk that the Company does not obtain stockholder approval for the exercisability of the warrants,
in which case the warrants will not become exercisable and the Company will not receive any proceeds from their exercise; the Company’s
broad discretion over the use of the net proceeds from the offerings; and the other risks described in Aptera’s Annual Report on
Form 10-K for the year ended December 31, 2025, the prospectus supplement relating to the registered direct offering, and its other filings
with the SEC.
The
forward-looking statements in this press release represent Aptera’s views as of the date of this press release. Aptera undertakes
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. These forward-looking statements should not be relied upon as representing Aptera’s views as of any
date after the date of this press release.
Investor
Relations: Aptera Motors Corp. ir@aptera.us
Media
Contact: media@aptera.us
